Written December 1999 through February 2000

The dorm room was pretty much spotless. Short of taking wax to the floors, Willow had cleaned, organized and alphabetized everything in the room. Looking at the clock, she saw that it was a quarter after six. She should be leaving soon.

"I'm sure we won't be bothering Willow, she has this thing tonight," Buffy said as she pushed the door open, laughing at the person following behind. The girl stopped short as she saw her friend standing in the middle of the room, causing Riley Finn to run into her, and both of them to stumble toward Willow.

"Hey," Riley said awkwardly, regaining his balance and taking up his hands-in-pockets nervous stance.

"Willow. You're home. I thought you'd be at that thing by now," Buffy's eyes widened as she took in the room. Her own side was cleaner than it had been since she moved in, cleaner than after evil Kathy, cleaner than she thought possible. Walking over to her desk she noted the alphabetized CDs and textbooks. Taking a risk, she opened the top drawer, then turned to look at Willow again. "You alphabetized my lipstick?"

"I had a mood." Willow said with a shrug of her shoulders. She was disappointed that Buffy wasn't alone; she'd been hoping for a little last minute encouragement. But that couldn't happen with Riley standing there looking confused.

"You girls have all these moods. And things. I'm never going to understand it, am I?" he asked, looking back and forth between them, waiting for an answer.

"Not likely," Buffy responded.

"Uh-uh," Willow mumbled.

"Oh, well, that's good." Riley noticed the time and looked back to Willow. "Are we keeping you from something?"

"Yah, Will, it's almost six-thirty. You don't want to be late...it's a big night," Buffy walked over to Willow and pulled the other girl into the corner. "Don't be nervous. You're going to be great. Just relax, and the class will disappear, just like it did last time. Remember? You told me you didn't even know they were there by the end."

"I know, Buffy. It's just that this whole thing feels adventurous one day, and ridiculous the next," Willow's plea was met with a stern look from her friend. "But I'm going to go through with it. Really."

"And it's going to be fine. Really."

Willow nodded and smiled. The two girls turned their attention back to their guest, just in time to see Riley sneak open Buffy's desk drawer and pull out two lipsticks. The boy noted the name at the end of each, then put them back, most likely trying to decipher Willow's mood.

"You're not going to get it. You're a boy," Buffy told him. Riley opened his mouth to respond but Willow cut him off.

"We're not allowed to tell you," she said. Picking up her backpack, which had been loaded with a robe and slippers hours earlier, Willow began to leave.

"Good luck," Riley said, even though he had no idea what he was encouraging her to do.

Willow stopped and smiled, then shut the door behind her.

The basement was a wreck.

Xander had piled all his sheets and pillows into a tall pile in the middle of his bed, and then started making smaller piles of shoes, clothing, old action figures and miscellaneous junk around it. Hours ago, he had started looking for something, and now he couldn't even remember what it was.

He was lying on his stomach, poking around under his bed with a flashlight, when he heard the sound of footsteps on the stairs. Briefly he had the urge to crawl the rest of the way under the mattress and hide, just as he had when he was a little boy and he knew he was about to get in big trouble. His mother would be furious when she saw the state of his room.

"Good heavens, Xander, this room looks like a battlefield," came the decidedly British, and thankfully, male voice.

Xander scooted himself free and sat up, watching Giles pick his way carefully across the room, a befuddled look on his face.

"Is this the way you feel when we just show up at your house all the time?" he asked, chuckling as the older man reached a point at which he could go no further.

"Excuse me?" Giles mumbled, noting a book resting on top of the pile in front of him. It was his, missing since before they had evacuated the library to make it into a giant reptile trap. The topic, witchcraft, didn't surprise him in the least. "I suppose you just borrowed this to look at the pictures?"

Xander watched as Giles began flipping through the book, seemingly steeling himself each time he came to a marked passage. Halfway through the book realization dawned and a half smile crinkled his eyes behind the small glasses.

"This is a book about what happens when dark powers can't be controlled. Witchcraft, in particular. I never knew you were so worried about her," his comments were not met with the anticipated denial.

"I'll always worry about her."

"Indeed," said the Watcher, glancing again about the room.

"I'm sure, at some point, you're going to tell me why you decided to drop by. And, after that, can you explain to me why everyone feels it's okay to show up without calling first?" Xander asked, moving to clear a path from Giles to the couch.

"I honestly cannot tell you why anyone else would voluntarily come to this place," Giles gestured across the room in illustration, then ignored Xander's annoyed look. "I stopped by on the off chance Anya was here, hoping she would be of assistance in naming these mystery men Buffy keeps encountering. Perhaps, though, I should pitch in a hand digging through this mess. See what else of mine you have hidden."

"Do you see Anya here? She's not. She doesn't live here," Xander was so glad Anya didn't live there.

"Are the two of you having problems?" Giles asked, not really caring to hear the answer, but still feeling the need to provide a sympathetic ear. The romantic troubles of the students around him would never cease to boggle him.

"You aren't a very good shrink, Giles."

"Oh, well then, do you know how I might reach--"

"But, now that you mention it, yes, I'm getting the feeling that things with Anya are about to take a nose dive," Xander sighed and sank down on the couch next to the other man. "She's getting all territorial. Starting to get suspicious of every second I spend away from her. If it's possible, she's even more whiny and jealous than Cordelia."

"That is quite a feat." You're the one who asked Rupert, Giles thought to himself. Now you're going to have to offer some sort of sage advice.

"And it's not like I'm doing this for me. I'm only looking out for Willow, in case she decides this isn't really want she wants. Or if that jerk from class tries to..." Xander was staring blindly across the room and didn't notice that the other participant in this conversation wasn't following.

"What has Willow done?" Giles asked, feeling panic rise in his chest. He knew the girl was still distraught, and blamed himself for not paying enough attention to her of late. If she was practicing magick, and her mind was still so unclear, the results could be even worse than her last failed spell.

"Relax, G. She's admitted now is not the time to be witchy. She learned her lesson." Xander felt Giles relax beside him. "She joined an art class. And me, being such a good friend, joined with her. Well, not with her exactly."

"I had no idea Willow was interested in art. It should be a wonderful way for her to put her mind to something else. A new challenge. It's quite splendid, I think." Giles was secretly pleased the girl had found something other than Oz and spell-casting to occupy her time. "But why would she need you to take the class with her?"

"She's not exactly taking the class. She sort of...is...the class." Xander looked at Giles expectantly, watching the rusty wheels churn until he hit upon the proper explanation. When he did, his ears reddened considerably.

"Oh. I see." An uncomfortable pause hung in the air while Giles composed himself. "Well that's her business, Xander, and I'm not sure you being there would help things one bit. In fact, I'm sure it makes her even more uncomfortable--"

"She doesn't know I'm there. I sort of, hid."

Giles didn't even get a chance to start his lecture before Xander began confessing his sins.

"I know she'll curse me when she finds out, Giles. But I need to..."Xander looked up at the clock and noticed he had about seventeen minutes to get to class. "Leave. Now."

He jumped up and started rummaging for his supplies. Finding what he needed, he started to pull on his shoes.

"Really, Xander, you should think this through. Things are strained enough between the two of you as it is," Giles picked up the sketchpad and was about to lift the cover when it was snatched from his hands.

"Thinking's not really what I'm best at, is it? You can show yourself out. The door doesn't really lock. Obviously."

Xander bounded up the stairs, not even bothering to close the door behind him.

The dressing room felt stifling and small.

The last time Willow had been in there she had been charmed by the drawings all over the walls, the names and dates carved into the aging plaster. She wasn't even seeing those now. Instead she was pacing the tiny room and fiddling with the tie on her borrowed robe.

The only sounds she heard were the screeching of chairs across the concrete floors as students filed in for class. That, and the sound of her slippers scruffing across the floor.

Willow had officially decided this was a stupid idea about ten minutes ago when she was shedding her clothing and keeping one eye cautiously trained on the door. It's not that she really thought Doug would barge in on her without knocking, but there was something about the way he had looked at her tonight that made her nervous. Whether or not it was a good nervous, or a bad nervous, she hadn't yet decided.

A soft knock followed by Doug's voice interrupted her thoughts.

"You're not going to try to back out on me, are you?" he asked, peeking his head in the door when she didn't immediately respond.

"No," she sighed. "I've been trying to come up with a good reason, but I'm such a bad liar, I couldn't think of anything convincing."

Doug moved the rest of the way into the small space and shut the door. Willow hugged herself tight and turned her back toward him. He startled her when he put his hands on her shoulders, but she did not turn around.

"Listen. I know I've been teasing you about why you chose to do this." Again she didn't answer and he began lightly massaging her shoulders, surprised when she didn't pull away. "And I know you aren't telling me the whole story about that. But I'm patient. No, that's a lie, I'm dying to know."

Willow allowed a little laugh to escape her. She was enjoying this. The feel of his hands on her, new hands, bigger than Oz's and smaller than Xander's. At that moment she didn't care what his motives were, whether he wanted to be her friend, or date her, or just get her out there in front of the class.

"I wanted to be something new." Her voice was stronger, louder than she thought, and she winced at the sound of it. Doug removed his hands from her, believing she was shuddering from his touch, and she missed the warmth of him immediately. Willow turned to face him and blushed at the way he was staring at her, regret and worry etched in his features.

"You said something like that last time," he responded, looking down at his hands, suddenly nervous. "But you seem pretty fine, just the way you are."

"Listen, this is really complicated. In the way that nothing I say in the next..." she pulled her watch out of her pocket and noticed the time, "five minutes, will make any sense."

"I want you to be okay with this," he told her, meaning every word. To him, this was nothing. But to this girl, it seemed to mean so much more.

"Do you realize how dumb this conversation sounds?" she asked him. "I'm not trying to decide whether or not to donate a kidney. We're talking about sitting naked in front of a room of art students, and you paying me good money for it."

They both noticed the way her voice caught on "naked."

"When you put it that way, it sounds pretty dirty, Willow. Me, paying you money to sit around naked. It could be illegal."

"You know what I mean," she took his arm and pulled him toward the door. He stopped her hand on the doorknob and gave her another lingering look. "The quicker we get out there, the quicker I can make them all disappear."

"Ah, so now you're a witch," he teased, not knowing the half of it. "Please don't make the students disappear before McNeese can critique last week's assignment."

Willow nodded in agreement, not trusting her self to speak after that last comment, and followed him out into the classroom.

Xander arrived at class just in time to see Willow turn her back to the students and drop her robe.

It was pure survival instinct that made him hide his face behind the large sketchpad and hurry to his easel in the corner. Once he was there, however, he could not stop himself from staring at her.

Never in his dreams had Willow looked like this. It was quite possible that he had never allowed himself to imagine her this way, lying on her side with one leg bent, head propped on a slender arm, small breasts with rosy upturned nipples. At that moment she looked very supernatural to him. A goddess. Her entire body was flushed slightly pink, he noticed, as if every fiber of her was embarrassed about being displayed this way. Her eyes stayed focused on the floor, although Xander noticed she sometimes closed her eyes and inhaled deeply. Calming herself.

"So, do you know that girl, or what?" asked the same female student who had sat next to him during the last class.

Xander took a final look at Willow before answering.

"Why would you say that? It's not like I talk to her or anything." It wasn't exactly an answer, but maybe it would get this girl off his back. A girl, who, he realized, was as yet unnamed. "Before you answer that, though, would you mind telling me who you are and why it's any of your business?"

"You're a fairly attractive, and I assume, warm-blooded male," she said, boldly not answering his question. "And I would be surprised if this is the first naked woman you've ever seen. Yet your eyes are bugging out of your head and you're looking all guilty like you caught your brother's girlfriend getting out of the shower or something."

"I don't have a brother," was all he could think to say.

"Maybe it's your mom, then. That's not the point. Either way, you're looking at that poor girl like she's a miracle, and frankly, I don't understand it. She's all skin and bones."

"She's not a thing like my mom, trust me," he replied, taking in this stranger for the first time. She had very long dark hair, and it poured down her back, hanging loose even around her face. Her eyes were dark, too, and she wore deep red lipstick. Her face showed no other sign of makeup, but her skin was flawless, almost translucent.

"So you do know her. Old girlfriend?"

"No. And I didn't say I knew her," Xander glanced back at Willow, knowing even as he said the words that his longing was naked on his face. No, not an old girlfriend, he thought to himself. She's more, but she's not mine.

"Well, loverboy, you're off the hook. McNeese is back, and he'll want to get started on critiques right away. Wouldn't want the model to sit up there too long. She might get cold." The girl gave Xander a large toothy grin, and gestured to the man taking his place at the front of the class.

"Good evening, everybody," he addressed the room. "Since last week was your first time with a live model, I'm going to do critiques a little differently. Rather than involve the entire class, I'd like to come around and speak with you individually. Meanwhile, everyone else can get started with the pose we have for you tonight."

The class murmured its appreciation. Very few students liked to have their work discussed openly in front of the entire class. While McNeese was good about giving praise, he was also known for being brutally honest, and it had led to more than one uncomfortable silence when a student was unsure how to react to it.

"So let's get going, then," he instructed. "Please have your drawings from last week out by the time I reach your workstation."

Xander was oddly un-phased at the idea of someone critically viewing his drawing. He didn't really have anything invested in this class, artistically. He was here for one reason, and that was to make sure nothing happened to Willow. That's not the reason, Harris, his inner voice chided. Look at her up there. She's gorgeous, and this may be the only way you'll get to see her like this.

"No, no it's not" he said out loud, arguing with himself.

"It's not what?" the girl asked.

"Look...you," Xander began, still not knowing her name.

"It's Diane," she offered. "I can't have you calling me 'you' the rest of the block."

"I wasn't planning on calling you at all," he said in a pinched, mimicking voice.

Neither of them noticed the professor or the teaching assistant approaching their area of the classroom. Xander was about to tell her all the things he'd like to call her when he noticed Doug standing next to him, trying to staunch a smile.

"You'd better get your drawings from last week out, McNeese doesn't really like to wait on people," Doug said quietly to the two.

Doug watched as they scrambled to get their pads in order before the instructor made his way toward them. As Xander flipped to his own drawing, Doug couldn't help but take special interest in it.

"How exactly were you able to get that perspective from this angle?"

"Huh?" Xander looked from the drawing to Doug and back again, not understanding the question.

"Well, this is a drawing of our model's face. Particularly her lips and chin. As I remember correctly, she was facing away from the class last week. Yet, you've almost managed to draw an exact likeness."

Xander's brain was scrambling for a plausible reason why this was so. Instead, he was cursing himself for thinking this would be easy. Come to the class, sit in the back of the room, complete enough assignments to get by, make sure Willow was okay. But no, everyone was questioning his motives.

"Um...Are you sure she wasn't facing this way? I really thought she was."

"Nope. She was facing the front wall," chimed in Diane from beside him. Xander fought the urge to throttle her as she gave him another smile.

"Hey, it's okay, man. I won't tell McNeese, and he wasn't here to see how she was posed. The drawing isn't half bad," Doug felt almost sorry for the guy, he looked so miserable.

"Yeah," Diane agreed. "Besides, he could probably draw her so well because he knows her."

Xander didn't even try to conceal his anger this time, and didn't notice Doug was looking at him strangely.

"I told you, I don't know her!" he said a little too loudly. The room had suddenly gotten very quiet, so he continued in a near whisper. "Is this how you get your kicks?"

"Oh, definitely," she responded. Reaching out she grabbed his chin and forced him to look toward the front of the room--where his eyes met those of a very distraught Willow Rosenberg.

Willow closed her eyes and counted to ten before opening them. That is not Xander, she chanted to herself. But it was. Of course it was. Showing up at a time when she was vulnerable and unable to confront him...that was just his style. Weasel.

She couldn't help glancing down at herself, the way she was positioned, leaving nothing to the imagination. In her mind she'd convinced herself it was okay. Even through the fear she had felt herself growing more confident. Now, with Xander staring at her like a deer caught in the headlights, she could feel the hairs raising on the back of her arms and a shiver go through her. His eyes grew wider as he took in her response.

Damn him. No matter how hard she tried, nothing she did could be just about her. Training her eyes back to the floor, Willow felt angry tears threatening to spill over onto her cheeks. She noticed the class had resumed its normal hum of conversation, and thankfully didn't appear to be buzzing about her.

"Willow didn't tell me she had a friend in this class," she heard Doug's voice, just above the din of the room, but she couldn't bring herself to look at him. At him and Xander together, with that strange girl who also seemed to be watching her with hawk-like eyes.

When she couldn't hear a response from Xander, Willow felt the anger boil up inside her. Straightening herself up, she ignored the questioning eyes of several students as she pulled on her robe.

"I don't." Her voice was cold and left no room for argument as she slipped away into the changing room. Xander and Doug stared after her, each ignoring the urge to follow, but wondering which of them had the right to do so.

"What in the hell was that?" McNeese questioned from behind the two men. "Doug, get in there and find out why that girl couldn't make it through this class. I won't have her putting us farther behind."

"You're not going to get her back out here," Xander said matter of factly.

"Why do I feel like that's your fault?" Doug asked, allowing a little more venom into his words than he had intended. Without waiting for a response, he began moving toward the front of the room where Willow had disappeared. Just as he was about to knock on the door it opened, and she emerged fully clothed, walking determinedly away from him and out of the classroom.

This time it was Xander who sprang into action. Grabbing his sketchpad and backpack, he moved to follow her.

"I think you've done enough for one night," Doug stepped in front of him, temporarily blocking the exit.

"I don't care what you think." Xander shoved the smaller man out of the way and broke into a jog down the hallway. A class full of students and an irate professor watched him leave in stunned silence.

Lately Willow always seemed to end up in places she didn't want to be. It started with finding Oz and Veruca cuddled up in the cage, and now she found herself standing on the doorstep to Giles' apartment. As if Giles would be able to give her good advice about this latest predicament.

"Willow!" The older man seemed genuinely happy to see her as he threw the door open wide and gestured for her to enter. "I wasn't expecting you to stop by tonight."

The girl paused, peering around the doorframe into the living room. The Watcher was used to members of the gang dropping by unannounced, but this time his greeting seemed to signal he wasn't alone. To her surprise, only Spike was in the small room, lounging on the couch watching television.

"I'm...I'm sorry. Is this a bad time?"

"Oh, no, of course not, Willow. I just wasn't expecting you." Giles took her bag and ushered her into the room.

"Yeah," Spike piped up from the couch. "Aren't you and Xander supposed to be off playing master and servant about now?"

Willow turned abruptly and glared at the vampire. Spike was appraising her with his eyes, roaming slowly up and down her lithe curves. Giving her a small smile and a lift of his eyebrow, he turned back to the television and began flipping through the channels.

"Xander and I? What?" Willow was so shocked she could hardly form coherent sentences. "Giles, what?"

"Oh come on," Spike said without looking up. "Don't try to tell me you agreed to take off your skivvies for the sake of art. Xander is hardly the next Picasso."

"You talked to Xander?" she asked in a small voice.

"Not likely. The old man's been going on about it all evening. Whining about that stupid boy screwing everything up again. Why do you think I'm watching this idiot box? If I turn it up loud enough, I can drown him out."

"He didn't mention anything about coming to see me, did he? Giles?" Willow had meant to tell Giles about this herself, eventually, but it was hardly Xander's place to beat her to it.

"It's possible he mentioned something like that. I was only there to find Anya--"

"Why would you want to find Anya?" The girl was suddenly more interested in knowing what Giles could possibly want with this annoying new addition to their little group. Willow felt she was somehow pushing her way into their lives without being invited.

"I thought she might be able to help us track down these commando boys Buffy's been encountering. It's quite possible that she would be familiar with them, if they're an old sect."

"Can't get the info through old-fashioned research, I guess it makes sense to seek out the closest vengeance demon." Willow dropped herself into the armchair near the couch and wished she were alone and able to do some quality sulking. Spike gave her a pointed look, as if her jealousy was plainly written on her face. Which it probably was.

"I can see something happened during class tonight," Giles asked, pushing Spike's feet off the couch and settling himself in their place. When she didn't immediately answer, he realized something that unsettled him: for Willow, he'd wait all day if it meant he could help her. Even above Buffy he felt the need to protect her, she was so familiar to him.

"Giles, when you became a Watcher, did it bother you that your life wasn't yours to live as you wanted?" She looked at him with such confusion written in her eyes, he found himself measuring the words before he spoke.

"I knew that it was my duty."

"Bloody Christ! Don't you all ever have normal conversations?" Spike tossed the remote control on the table and stalked into the kitchen. Grabbing a fresh cup of blood he headed for the door. "I'll be sitting outside. Let me know when the drama is over."

Giles and Willow sat quietly watching the vampire's hasty exit, before turning back to each other.

"I believe I was saying something about duty?" Giles asked with a hint of amusement.

"But you still raised the demon. You still tried to master dark magick. Those aren't Watcher-y things to do."

"Duty is sometimes a hard thing to swallow, true." Giles wasn't sure what she was headed for with this line of questioning. "Rebellion is a natural thing. It doesn't mean I wouldn't have found the correct path eventually."

"Do you think it's the same for everyone?"

"I'm not sure I understand what you mean."

"Do we all eventually find our way?" She looked at him with those same eyes, and he knew what it was he recognized in her. It was him, as a much younger man, trying desperately to understand why he was saddled with his calling. But she was free to choose her involvement with the Slayer. Wasn't she?

Giles leaned forward, resting his forearms on his knees. He was amazed at all the times he found himself playing a surrogate parent to these kids. He felt grossly under-trained for these moments.

"I can't begin to tell you when or how it will happen, Willow. I do firmly believe that your path will show itself to you when it's the right time."

"I want it to be mine, Giles. Does that make sense? I truly believe in fate, but I want at least one choice I make in my life to be my own. Because it's right for me and not for someone else."

"You chose to stay and fight with Buffy," he pointed out to her, intent on showing her this despair was unfounded.

"If I left, and something happened to her, or you, or Xander, I would never forgive myself. That's a choice I made out of guilt and fear, Giles, not free will."

"Well, you chose to pursue the art of witchcraft, no one coerced you into that, surely."

"Jenny was gone," she said carefully, not wanting to hurt her friend. "Someone had to take her place. Someone had to stop Angelus."

Giles took off his glasses and pinched the bridge of his nose. Everything she said was true, and he was running out of encouraging words. Willow understood very well that the world was a cruel place, this latest mood of hers an obvious expression of that knowledge.

"So this, um, class you signed up for. This was a decision you made on your own?" He was hoping they wouldn't have to discuss this particular item.

"I know it's not a life-changing choice, Giles. But it was all mine. That is, until Xander showed up and took that from me, too."

"That's what happened, then. You discovered Xander was in the class. I take it things went poorly?" Giles cursed Xander again for acting on impulse.

"Things didn't go at all. I sort of ran out." Willow gave him a half smile. "I'm pretty much a coward when it comes to confrontation."

"I don't think it's cowardly at all. Quite frankly, I think it's what he deserves, no matter what his motivation."

"I shudder to think about why he did this, Giles. This is Xander we're talking about."

"Legendary hormones aside, I believe he did this because he cares about you." Giles took in the girl's raised eyebrow and sighed. He wouldn't buy it in her shoes either.

Heavy footsteps proceeded the sound of the front door being thrown open, and Xander storming inside.

"Okay, Giles, you were right. I went and made a huge mess of things, and I've come crawling to you for my punishment and the inevitable advice. As long as you promise not to be too--" He stopped speaking as he saw the girl curled up in the living room chair. "I was going to say smug, but it's probably too late for that now."

"Probably," Giles replied.

"Maybe I'll just go home and let you give that particular speech without me. Or maybe brooding blood-boy out on the patio would care to hash it out," Xander began backing toward the door, as Willow jumped up from the chair.

"You stay," she commanded without looking at him. "I'll leave. It's a pattern I'm growing used to."

Giles rolled his eyes and grabbed his tweed blazer off the coat rack near the door. He was finished with this situation.

"Despite the fact that this is my home, I'm leaving. You two stay. You're adults now, and I expect you to work this out on your own."

"But--" Xander started.

"Giles, you don't--" Willow began.

"Stay."

"Give me one good reason why I should ever speak to you again?" Willow was the first to break the silence.

"Maybe because registering for an art class isn't a crime?" Xander gave her a hopeful look, which she rebuffed with a glare. "How do you even know I knew you were going to sign up for the class?"

Willow began a visual search of the room for her jacket and backpack. She wasn't about to have this conversation with a boy who obviously wasn't taking her seriously.

"Looking for this?" Xander held up both items, which had been resting on the desk in front of him. Opening the bag, he pulled out Buffy's robe. "Is this new?"

The girl could feel tears pricking her eyes. Tears of frustration and a little pain, that someone once so close to her would treat her with such disrespect. Without bothering to get her things from him she moved toward the door.

"Willow, wait!" For the second time that night a strong hand kept her from opening a door. Xander pulled back and watched her carefully, his face softening into concern. "I didn't mean to be such an ass. Really."

Willow took and deep breath and leaned her back against the door, crossing her arms defensively across her chest. I should leave, she chided herself. But one look into Xander's eyes kept her from walking away.

"Tell me." It was a demand Xander knew he couldn't resist, nor could he lie his way through the answer.

"I knew you were going to do it the day you ran out," he began, trying but failing to look her in the eyes. "I was worried about you."

"I'm sick of you being worried about me." Her voice betrayed the hurt behind her anger, quieting before she finished the statement.

"I'll always worry about you, Will. That's what best friends do," It's what we do when we love someone, he finished to himself.

"We haven't been best friends for a long time. Years, maybe." Willow was even quieter this time, and Xander had to strain to hear her.

"You don't mean that," he responded.

"It's the truth," she shoved away from the door and moved to put some space between them. "So you did this because you were worried about me."

"We don't even get to talk about this?" She had always been his best friend, in his head if not always in practice. Xander was still reeling from her revelation. Shaking his head, he closed in on her again.

"Back off, Xander." She held up a hand in warning. "You owe me an explanation about why you were in that class tonight."

"Yes. I was worried about you. As your 'best friend'..." he illustrated the quote marks with his fingers, "I wanted to make sure nothing happened to you."

"Like what? Overexposure? Chalk poisoning? Paper cut?"

Xander stared at her, unsure how to respond to such sarcasm.

"Some of those guys in that class aren't exactly gentlemen," he eventually got out.

"Jesus, Xander! Why is it everyone thinks I'm fragile? Do I look like I'm going to break? Don't answer that." Willow retreated back to the living room and the chair. "When I lost Oz it destroyed me. How many times do I have to admit that? But eventually I'm going to have to start living outside my box. And that time is now."

"No one's trying to lock you up, Will," Xander followed her into the room and took Giles' vacated spot on the couch. "It's just this instinct in me, you know? When I see someone I care about doing something that might get them hurt..."

"Do you realize what you're doing? You're picking and choosing the times you want to help me." Willow seemed calmer now, tracing imaginary patterns with her fingers on her legs. "Ever since Oz and Cordelia. I'm not saying you aren't there if I want to come to you, it's that you wait for me to do so. What happened to the Xander instinct that told you I just needed you to be around?"

"It probably went south with my skateboard." Xander smiled sadly at her, realizing it had indeed been a long time since it was just the two of them, relying only on each other. "I'm sorry I tried to protect you with this art class thing, Will. I promise to never look at you naked again."

"That's not the promise I was looking for," Willow felt her cheeks redden and she focused even harder on her lap. "I mean, I want you--and everyone else--to start letting me make my own decisions. Without questioning them. Without interfering."

"I won't promise to stop looking out for you."

"Think about it Xander, we stopped really looking out for each other a long time ago." Willow got up and once again started gathering up her things. Xander twisted on the couch to watch her go.

"Are you going back to class?" he asked her.

She shrugged her shoulders and paused, realizing she hadn't even considered the repercussions of walking out before. There was probably no way she'd be able to face those students again. But what would it say to her friends if she backed out of this so quickly?

"Maybe. If Doug will have me," she responded.

"Doug? Is that the name of the guy who tried to block my escape from class tonight?"

"He did that?" Willow felt even worse now, and knew she had to find Doug and set things right. "I'll see you later, Xander."

Xander followed her out into the dark and watched her go, struggling not to chase after her.

"Hey, Will!" he shouted when she got a few feet down the sidewalk. She turned and looked at him.

"Yeah?"

"Are we okay?" he had to know.

"Probably one day," she responded, and continued walking.

Willow walked quickly through the hallway, her head down and hair covering her face. There was a good chance Doug would still be lurking somewhere in the art building, and if he wasn't, someone would probably be able to tell her how to find him.

She approached the door to her classroom with caution. The lights were still on and the door was propped open, but a cursory look around told her no one was inside. The room felt chilly without all the students. It held the phosphorous smell of chalk pastels, years of use mixing in to create an almost bittersweet scent. The easels, once in concentric rows, were now twisted in every direction. Willow felt suddenly alone, and she shivered.

She moved toward the platform, sitting down on the raised block. Just two hours before she had been all worried about coming out here. Taking off her clothes, willing herself to stay still and calm. It felt strange to her now, that her priorities had been so out of whack lately. Or maybe it was the rest of her life that had been wrong. She had, for as long as she remembered, put the needs of others above her own. Helping Buffy, no matter what the danger to herself or her family. Listening to Xander mope about other women, no matter how much it hurt. Staying in Sunnydale to fight beside her friends, and stay close to Oz. Maybe now, Willow thought, I'm doing the right thing by looking out for me.

"I knew you'd come back."

Doug was resting against the doorframe watching her intently. She could tell he'd been working. His hair was pulled back in a haphazard ponytail, and he had changed into the grubby jeans he was wearing the first day she met him.

"How long have you been standing there?" Willow continued to sit across the room, eyeing him warily. She was drained from her conversation with Xander, and hoped Doug would accept her apology with little discussion.

"Long enough to know the other guy found you, and that it didn't go so well," He walked slowly toward her, dragging a metal chair across the concrete floor. Willow winced at the sound.

"Why did you think I would come back?"

"It was just a feeling. And I had some work to finish up, so I thought I'd hang around." He halted in front of the platform and seated himself in the chair. "Who won?"

"Hmm?"

"You or that guy? Who won?"

"No one," Willow responded. "There was no way anyone could win."

She noticed his fingers were streaked a deep crimson. He watched her watching him, and tried very hard not to let loose with the questions that had been building in his head all night. From the moment he saw that drawing, from an impossible angle, Doug had known something was going on between that student and Willow. It wasn't just the pose. It was the way the student had captured the bow of her lips and the long curve of her neck just right. It was the way he himself wanted to paint her, with intimacy.

"I'm sorry that Xander's misguided attempt at chivalry interrupted your class." She was obviously sincere, and Doug hated to tell her McNeese had already procured another model for the rest of the block.

"I understand this wasn't your fault, Willow, but I'm afraid--"

"McNeese doesn't want me to come back. It's okay, really. I probably wouldn't want me to come back either." Willow forced herself to smile at him, hoping he could see she really did understand. "I did it, though. Don't you see? I walked to the edge, and I jumped. Mission accomplished. Although, sort of interrupted in the middle."

Doug was relieved by her reaction, but still troubled about her situation. Without thinking, he scooted his chair even closer to her and picked up one of her hands. It felt so small and cold. He found the other and held them in his own paint-stained hands, gently rubbing some heat back into them.

"Tell me about him," Please, Doug silently begged. He had been drawn to this girl since the moment he found her in the hallway, but he felt there was no place for him in her life. And this Xander--he seemed to be the reason why.

"Tell me why you're doing this," Willow leaned back but left her hands between his. Again she surprised herself by enjoying his touch.

"I'm not sure I can fully answer that, not until I know who he is." His response coaxed a genuine smile from her.

"He's not my boyfriend, if that's what you're thinking." Gee, that didn't sound like she was making herself available. She rushed to correct the statement. "Xander was my closest friend growing up. We're sort of going through the ritualistic growing apart, though, and apparently no one told him."

"Ah. Apparently no one also told him his feelings for you weren't supposed to get messy." Doug saw the question in Willow's eyes and wished he could take his comment back. Telling her this guy had feelings for her...well, he might as well just throw her into his arms.

"Xander's a very messy guy," Willow chose her words carefully. Of course Xander was confused about his feelings for her. He still thought they were best buddies.

Doug released her hands and looked down at his own. "I'm not exactly the cleanest guy around," he told her.

"Nothing wrong with getting your hands dirty," Willow wasn't sure when the conversation had stopped making sense. Doug started rubbing the paint off his hands, seemingly mesmerized with the little flakes falling on the floor.

"If I ask you something, and it makes you uncomfortable, do you think we could forget I asked?"

"I think that I could convincingly pretend I had forgotten you asked," Willow said, not quite sure it was true. "Or not. I'm external girl, remember?"

"Your response is strangely not comforting." Doug felt himself starting to get nervous. He got butterflies in his stomach every time Willow was around, but they were bigger now. More like bats or sparrows or something. "I want to see you, and not just in class."

"Why?" The question was out before she could stop it and Willow clamped a hand over her mouth before anything else stupid could escape.

"Why?" Doug scrambled to find a reason that wouldn't make him sound cheesy or lecherous.

"No!" she waved a hand at him. "Don't answer that! Of course you have your reasons. And they are none of my business. Or maybe they are. But you certainly don't have to tell me what they are right now. You could tell me later."

Doug found himself stifling a laugh, listening to her ramble. He could almost see the wheels turning in her head as she tried to stop herself.

"You're making this very difficult," he said in pretend seriousness.

"Yes," she finally came out with.

"At least you're willing to admit it."

"Huh?" she looked at him, puzzled. "Oh! No, I didn't mean to make it difficult. I meant, the answer to your question is yes."

"I didn't ask you a question," he responded. "Not yet."

"Well, when you do, the answer is yes."

"You realize, now I'm going to really have to think about what I want to ask. If you'll say yes to anything," he teased her.

"Within reason."

"So now you're putting caveats on it. That's no good."

Willow couldn't remember the last time she felt so carefree. Doug made her forget, at least briefly, what she had lost when Oz left. Or maybe it was that he helped her find it again.

"I should be going," she said after a moment of silence. "So if you want to ask me..."

"I thought I would call you tomorrow," he said. "Give me more time to think about what I want. You, too."

"Me?"

"Yeah. Give you time to think about what you want." Doug didn't want her going out with him if she wasn't sure.

"That sounds good," she smiled at him.

He took one long look at her before he left. Her cheeks were slightly pink in the chill of the room, and her eyes were shining bright hazel. His scrutiny made her nervous. Willow ran a hand through her hair, causing the ends to turn up slightly.

Unable to resist, Doug reached out and tugged gently on one of the errant strands. He leaned in slightly, and Willow thought surely he was going to kiss her. Instead he rested his forehead against hers.

"I'll call you tomorrow," he said. Then he released her and left the room.

Cycle Three: Evolution