Written February through March 2000

Buffy tightened her long blond hair in its ponytail, and glanced around her for the hundredth time. Her black leggings and fitted, black hooded sweatshirt helped her easily blend into the dark night; she couldn't risk getting caught. It wouldn't be life threatening--this time. But it might undo the trust she had been rebuilding with her best friend.

She had been cautiously trailing Willow since the other girl left their dorm room twenty minutes ago. Buffy knew all about what had happened in the art class, the conversation with Xander, and the following talk with Doug. In fact, she knew Willow was going to meet Doug right now. At the coffee shop, a perfectly normal and public place.

That didn't stop her from worrying. Despite her attempts to meet Doug before hand, or even to make it a double date with herself and Riley, Willow had insisted on going alone. Buffy was intensely aware that her own wariness toward the art student must match Willow's initial feelings about Riley. In their lives, they couldn't be too careful about whom they let in.

The Slayer had made a deal with herself. She would follow Willow to the meeting place, and then she would stay for ten minutes tops, just to make sure everything was okay. There was a small nagging of guilt, which Buffy assuaged by telling herself it was Doug she didn't know if she could trust, not Willow. Buffy had gradually gotten over her uncertainty with Willow's state of mind. It was clear that, even though the other girl was still hurting inside, she was making a valid effort to regain control over her emotions. Plus, she knew Willow had learned her lesson about doing spells without a clear head.

The voices of several students broke Buffy out of her reverie, and she glanced toward Willow, who was walking many steps ahead. Thankfully, she hadn't turned around, but the other students were growing closer and louder.

Buffy quickly ducked behind a tree and shrugged off her small backpack. Rummaging inside it, she pretended to be searching for something as the students passed. Only when their voices began to fade again did she carefully move back onto the paved path. By this time, Willow was out of sight.

"At least I know where she's going," Buffy mumbled out loud as she broke into a jog. It wouldn't take long for her to catch up.

A lone figure watched her run off, a smile on its pretty face.

Willow felt renewed as she pushed open the door to the Bronze. She hadn't been here since...Well, she hadn't been here in a long time. She had forgotten how the pulse of the club could permeate right through her, making her nerve ends tingle.

Doug was easy to find among the trendy college and high school students. He stood alone at the bar, a dark blue button down shirt tucked into a pair of faded jeans. His old Converse tennis shoes were flecked with paint. Willow paused at the door, watching him. He looked slightly uncomfortable, and it had taken a little coaxing to get him here. She was in the mood for music and the vivacious life of the club, not the acoustic atmosphere of the coffee shop.

Willow smiled, thinking of Buffy, who had no doubt learned of her duplicity by now. The Slayer had been transparent in her attempts to meet Doug before tonight, and there had not been a doubt in Willow's mind that the girl would follow her. Willow had heard the crowd on the path, just as Buffy had, and turned to identify the loud voices--just in time to see Buffy duck behind the tree. Willow had then hidden herself behind a campus map, and watched her friend jog off toward the coffee shop.

It wasn't that Willow didn't want Buffy to meet Doug. On the contrary. When and if she determined this was going to last beyond one date, Buffy would be the first person she introduced him to. It was simply too new for her to involve anyone else.

"Hey, Red. Long time no see." Devon was suddenly in front of her, a tall skinny blond hanging off his arm.

"Uh...Hey, Devon." She had no idea what she was supposed to say. Should she ask about the band? Maybe take her chances and ask if he knew anything about Oz? Did she even want to know anything about Oz?

"We miss you at the shows. Of course, we miss him at the shows more." The blond giggled loudly and leaned in to take a nip at Devon's ear with her teeth. Willow wondered what she thought was so funny.

"Geez. That's...yeah." Willow stumbled, eyes raking through the crowd to where Doug was still leaning against the bar. "I'm meeting someone. He's over there. See ya."

Desperate to get away, Willow made her way over to Doug. He jumped off the barstool as she approached, his face lighting up at the sight of her. His inviting smile turned to a worried look of concern as she stopped before him and he saw her face.

"What happened?" He asked, reaching out for her hand. Doug was frightened by the way he had so easily fallen into touching her. "Did that guy say something to upset you?"

"You don't need to protect me," she said, a little harsher than she had intended. "I mean, you keep worrying about all these big, bad boys upsetting me. You don't need to."

She wasn't looking at him, and Doug struggled to find the words to put everything back on track. Instead of speaking he motioned to the bartender and ordered them both drinks, then led her over to a couch behind the stairs.

"Let's start over," he started, offering her a glass. "I'm so glad we decided to do this."

"Me, too," she answered, before deciding to alleviate his concern. "That boy over there is Devon. He's the lead singer in a local band. I used to date their lead guitarist."

"Xander plays guitar?"

Willow giggled at the thought of Xander up on stage with the Dingoes. Or up on stage anywhere. Which brought her thoughts to his summer job, and she blushed.

"I never really dated Xander. His name was Oz." How had they gotten on this subject? She had not come here to talk about Oz.

"Well, enough about that." Doug had not asked her out to spend the evening asking questions about her ex-boyfriends, or non-boyfriends. "I have a proposition for you."

Willow raised both eyebrows and gave him a crooked grin. "Yeah?"

"I don't want you to feel like to have to do it. I mean, it's up to you. Of course."

"I don't wanna do it." She looked at him sternly.

"You don't?"

"Uh-uh." Willow was trying hard not to laugh at the confused look on his face.

"But I didn't tell you what it was yet."

"You didn't?" It seemed forever since she had played coy.

"You weren't being serious at all, were you?" Doug had seen the glint in her eye as she leaned in toward him, apparently relishing the game. Instead of answering him she just nodded and settled herself further into the overstuffed couch. "I want you to model for me."

"McNeese already replaced me, Doug. I don't think you'll be able to convince him to take me back."

"Not for class." He cleared his throat, nervous when it came to actually asking her. "I want you to model just for me. I have a project coming up, four paintings. Each is supposed to capture a different mood, and your face is so...expressive."

And soft, and beautiful, he thought.

"I'll have to think about it," she responded, flattered and frightened by his proposal. The band had returned to the stage, one Willow didn't recognize, and the low voice of the female vocalist reached the back of the room.

"Would you dance with me, Willow?" Doug looked hopefully at her. He could sit and talk with her all night, but right now he wanted another excuse to touch her.

Willow nodded and stood up, smoothing a fitted pink tee shirt down over her hips. Doug took her hand and led her through the crowd, pulling her into the other dancers just far enough so they weren't on the edge of the throng. He held her in an old-fashioned stance, one hand at her waist the other clasped tightly in one of his own. Without thinking she moved into a more intimate embrace, getting closer to him and urging his arm around her back.

Doug closed his eyes as he felt her forehead come to rest on his chest. He had never guessed, when he saw her in that hallway, that he would ever be so close to her. She was taking him over, quickly. She sighed a contented sigh, and Doug would have given anything to know if she was thinking about him, too.

Two pairs of eyes watched them sink into each other on the dance floor.

Buffy had come directly from the coffee shop, more amused than frustrated that Willow had thrown her off the trail. To her, it proved Willow was more than capable of taking care of herself. And when Buffy saw the way Doug carefully took her into his arms, she was assured he wanted to take care of her as well.

Xander and Anya sat at a small table to the side of the stage. Xander hadn't seen Willow arrive, but his eyes had been drawn to her when Doug led her onto the dance floor. She looked so exquisite in that moment, a little bit of shyness mixing with hope. Xander stared at her and wondered what she was thinking that would bring that look to her face, and his eyes widened as he saw her pull Doug closer.

Willow and Doug swayed slowly to the music, eschewing the bump and grind of the other dancers around them. When the song ended they barely pulled away from each other.

"So, spill." Buffy flopped onto her bed, scooting up toward the headboard and pulling a pillow into her chest.

Willow opened her eyes and glared at her best friend, who seemed to be way extra perky for so early in the morning. Buffy had been out patrolling when the other girl arrived home the night before, though, and she couldn't wait another minute to find out how the date had gone.

"Last night? With Doug? You owe me details."

Willow pulled the covers over her head and groaned. There really weren't a whole lot of details to tell, and she still hadn't decided how she felt about getting involved with someone so soon after Oz.

"Willow, you are not going back to sleep until you tell me what happened. I saw the two of you all snuggled up at the Bronze. There's a story you're holding back from me. And holding back is totally unfair in this situation."

"Alright, alright!" Willow sat up and arranged her pillows behind her so she could rest against them. Rubbing her eyes she looked up at Buffy and smiled. It had been a while since they had shared good boy talk. "I knew you'd show up at the Bronze. Why didn't you come say hello?"

"Again, you two looked all snuggly. I didn't want to intrude. And that doesn't answer my question." Neither girl mentioned that Buffy had followed Willow, supposedly without her knowledge. It wasn't necessary.

"I don't know what to say."

"Start by telling me if you had a good time. Then we can get into the dirty details." Buffy grinned and curled around her pillow.

"Yes, I had a good time. We seemed to have a lot to talk about, but suddenly I can't remember a single topic we covered." Willow furrowed her brow.

"You weren't talking when I walked in. You were awfully close on the dance floor, and Doug was grinning like an idiot."

"Just how long did you watch us?" Willow asked.

"Long enough. Long enough to tell that boy is getting all gooey for you."

"Gooey things are gross, Buffy. I don't want him to get gooey."

"He likes you, Will. Anyone in the room could see he liked you a lot. Are you going to go out with him again?"

"I'd like to. But what if he wants to make this a whole thing? I don't have such a good track record with men. I'm still trying to cope about Oz, and my relationship with Xander is a complete wreck. It's not even a wreck. It's those little pieces of glass left over in the road after a wreck."

"Have you explained any of this to Doug?" Buffy asked.

"It's not exactly first date material. I think he has suspicions about Xander, after that class disaster, and I told him that I used to date Oz. That's all. I left out the part about cheating with childhood friends and finding my werewolf boyfriend naked in a cage with another girl."

"Probably good to omit that part . But I don't think it's too early to tell Dougie you're not going to jump into anything."

"You're right. And I'll tell him when I meet him over at the art building this afternoon."

"I knew it!" Buffy exclaimed. "I knew you were holding out. You're seeing him today?"

"He wants me to model for him privately. I told him I wanted to see his concept sketches before I agreed to anything. It's no big deal." Willow pushed aside her covers and got out of bed.

"Tell him." Buffy insisted.

"You think? It's not too soon?"

"This boy is obviously finding more ways to spend time with you, Will. If you're not ready to carry that burden, you've gotta tell him."

"Okay. I will. This afternoon."

Xander knocked for a third time on the Watcher's door, glancing frantically around him. It was still early on Saturday morning, but his instincts said someone was following him. If Anya hadn't been sound asleep when he left her in his bed, he probably would have suspected her.

Last night had been a disaster. From the moment he had spotted Doug and Willow on the dance floor, his mood had turned sour. All Xander knew about Doug was that he had been unnecessarily rude to him in class, and now he obviously had designs on Willow. Why would she date someone like that? It was just too soon, and she was still too fragile, Xander had decided. Only she probably wouldn't listen to him if he were to tell her that.

"For God's sake, Xander, don't you have your own home to be at?" Giles had opened the door, clearly fresh from his bed. The older man was wearing a torn tee shirt and a pair of flannel boxers, his hair sticking up in spiky clumps.

"Come on, Giles. In the old days you used to get up at the crack of dawn to get an early start on the evil. Don't go soft on me now."

Giles took off his glasses and wiped the lenses on his cotton shirt, peering at them in the light before placing them back on his face.

"Are you saying there's evil we should be looking into?" His look told Xander he somehow believed that was not the case.

"Well, sort of. It's Doug."

"Doug? I'm afraid that's not a name I'm familiar with. It's pretty ho-hum for the name of a demon, don't you think?"

"He's not a demon. That I know of. He's the teaching assistant from Willow's art class."

Giles started to close the door, but Xander slipped through and stood looking dejected in faded jeans and a wrinkled sweatshirt.

"When did you and I become so close that you started believing I could stop these silly squabbles you're having with Willow? I already told you I thought you should have stayed out of that class, and as usual, you didn't listen to my advice."

"And we can all see it was great advice. She took it so well when she found out I was there. Why didn't I just tell her sooner?" Xander's voice was thick with sarcasm.

"Telling her would have lessened the consequences of finding you there by chance, I assure you."

"Look, Giles. I know I've done some stupid things with Willow in the past. Not just some. Dozens of stupid things. But I'm sick of this weirdness, and I can hardly talk to Buffy about it."

"Why not?" Giles seriously didn't understand that logic. "Buffy is her best friend. She knows Willow far better than I."

"But you and I are in the same boat, G-man."

"Beg your pardon?"

"Oh, come on. You've been fighting demons with witchcraft more than ever before. It's just an excuse to spend time with her."

Giles looked at Xander with surprise, and the younger boy seemed shocked he had uttered the words.

"I don't know what you're talking about, Xander. I use Willow more now because her powers are getting stronger, and because she needs guidance. That's all."

"And because you're afraid she isn't going to need you anymore."

Both men stared at each other.

"You're being entirely too dramatic," Giles said quietly.

Xander walked past him and into the kitchen, opening the refrigerator and looking inside. He wasn't really hungry, but he had to get away from the tension in the other room. Giles followed him and leaned against the sink, watching.

"It is possible that I'm feeling a little out of touch these days. I'm used to being involved in your daily lives, seeing you more than I'd want to, even."

"I know that one, G-man." Xander closed the refrigerator door and sagged against it.

"If you refuse to call me by my given name, can you at least think of something new?"

Xander rolled his eyes and left the kitchen to wander the living room.

"What am I going to do?" he asked.

"About what?" Giles replied, coming into the room with a glass of orange juice.

"Willow and Doug."

"I'm to assume from this cryptic mood of yours that they have started seeing each other?"

"If you can call it seeing. Personally, I don't think he could see much of her with his eyes closed."

Giles gave Xander a questioning look over the tops of his wire-rim glasses.

"They were dancing. All night. He looked all moony-eyed with her."

"That usually means one has his eyes wide open. Not closed." Giles couldn't resist making light of the situation. He'd been watching the strange dynamic between Xander and Willow for four years, and it never showed signs of resolution.

"I'm glad this is funny."

"You know what I'm going to say, Xander. It doesn't take a genius to tell you how to handle the matter."

"I'd hardly call you a genius," Xander muttered under his breath. Rummaging through the magazines on the coffee table he continued, "You think I should tell her what's bothering me."

"Of course. It's the most direct, and therefore most immediate, course of action."

"Why don't you tell her?"

"It's hardly my place to play matchmaker," Giles responded, sipping from his glass.

"Tell her about you."

Giles thought a moment before he answered. "It doesn't serve a purpose, Xander. What I'm feeling extends, in some small way, to all of you."

"She's special, Giles. You know she is. I think she would love to hear that you're missing her." Xander sat down on the couch, putting his feet on the table. "Me, on the other hand, she doesn't want to hear from at all."

"Have you ever told her how you feel? It's plain that you love her." Giles felt somewhat strange getting involved in this, but he was tired of seeing the two of them circling one another.

"Honesty has always worked so well before." Xander knew there was no use debating about his feelings.

"Name one time you've been really honest." It sounded harsh, and Giles knew it. "About your feelings, I mean."

"Ouch...I get the picture."

"What about Anya?" Giles asked, walking to his window and looking out.

"I don't want to think about that right now. One problem at a time."

"Then you don't know that she's sitting out there at my patio table?"

Xander opened his mouth to speak, but instead released a groan. He had just learned to trust his instincts.

He inched the door open, hoping to gain the upper hand by surprising her. She looked so small, sitting there with one of his enormous shirts pulled over her knees. With her hair pulled back in a ponytail and plain white sneakers on her feet, she looked all of twelve years old.

"It's creepy waking up in that basement all by yourself," Anya said without looking at him.

"When did you wake up?" Xander asked, taking one of the chairs and pulling it in front of her.

"While you were getting dressed." She was pulling at a loose thread on the cuff of the shirt, unraveling the stitching and wrapping it around her finger.

"I don't need to tell you that I was still in the basement while getting dressed, do I?"

"That's not the point." She yanked hard on the thread, breaking it, and a hole appeared at the seam.

"Why don't you tell me the point, then? It's not unusual for me to go over to Giles'."

"You went alone. And you didn't kiss me goodbye." Her voice held dozens of unspoken accusations.

"I thought you were asleep, and didn't want to wake you." Xander's mind was working overtime, trying to come up with a way to appease her, for now.

"You want to break up with me, don't you? So you can try to be with her." Anya pulled the thread tight and the tip of her finger started to turn blue. She poked at it and watched, fascinated, as the blue overtook the white after each touch.

"It's not that." Xander grabbed her hand and she surrendered the end of the string to him. He carefully unwound it and tossed it on the ground, massaging the blood back into her finger.

"But you're admitting it's something." She pulled away from him and hugged herself, her legs still hidden under the navy cloth of the shirt.

"It is. But it's not all about her." And he meant that. It was about coming home alone sometimes. It was about hanging with the gang without having to entertain her, too. It was about figuring out what the hell he was going to do if he didn't go to college.

"I hate that it's even a little bit about her," Anya admitted, bitterness creeping into her tone. "I found your drawing of her. It sucks."

"It probably does," Xander said, not allowing her to hurt him in her anger.

"She probably won't want you, if you tell her."

"I haven't decided whether or not I'm going to."

"You will. You're incapable of keeping things to yourself."

"And I suppose you're Miss Secretive girl? All our friends know everything about our sex life. You tell them everything."

"They're your friends, Xander." She sounded hurt again, the anger gone.

"That's not true. They like you. It just takes some time for them to get used to having another person around." He tugged on her hair and it struck him that he had already made the shift from boyfriend to just friend in his mind. "They'll still want you around if we're not seeing one another."

"So that's it?" She looked at him for the first time that morning, and he saw how watery her eyes had become. Xander had never meant to hurt her. Heck, he had never meant to get involved with her in the first place.

He nodded.

Anya wiped her eyes and finally stretched her legs out, revealing nothing but bare legs underneath the large pullover. It hung well past her knees, but Xander had to resist the urge to drag her into the house and cover her up.

"I'll be seeing you," she said, leaning down to tighten the lace on her right sneaker. Xander was relieved to see a tattered pair of cut-offs covering her slim hips.

"Don't be a stranger," he replied, realizing even as he said it she wouldn't be around for a while. Crossing his arms on the table he rested his head, like a child taking a nap at school.

Willow navigated her way through the maze-like halls in the basement of the art building. The florescent lights hummed loudly, casting a greenish tint on the smooth concrete floors and the whitewashed walls. She had only seen one other student in the dim corridor.

The room Doug had reserved for them was almost hidden under a flight of stairs, its door slightly shorter than the others in the hallway. Willow paused before opening it, not looking forward to the conversation she was about to have. It seemed too soon for her to be warning Doug about getting involved with her. They hadn't even kissed yet.

"Hey! You showed!" Doug rushed to shut the door behind her. The smell of sour paint was much stronger in the small studio than it had been in the larger classroom. Sunlight filtered through the three horizontal windows near the ceiling, catching the dancing dust particles in the air.

"Did something about me give you the impression I wasn't coming?" Willow looked around the small space, noticing it held only two metal folding chairs and a battered easel.

"Not really," Doug replied, smiling at her warmly. "But I had convinced myself you thought this was just too weird."

"Which part?" she asked. He looked at her blankly. "Which part of this is weird?"

"I guess the part where you agreed to model for me, when you hardly even know me. I'm practically a stranger."

"Trust me. There are far stranger things out there than you," Willow gave him what she hoped was a reassuring grin and sat down in one of the chairs. "Why don't you tell me about this project?"

Doug rejected the second chair, instead sliding down the wall to sit on the floor. Crossing his legs, he began to pick at a small hole in his worn jeans.

"All students in the fine arts program have to pass two reviews of their work before they can graduate. One at the end of your second year, one at the end of your last," Doug explained. "You pick two professors to represent you on the review panel, and the department head picks two. I want to present this project for my final review."

"So you're a senior?" Willow realized she hadn't even thought about the differences in their ages. Doug nodded. "Sounds like a lot of pressure."

"Believe me. It sucks."

"What exactly do you want to do with me?"

"I want to draw you, then paint you. Then I probably want to take you to dinner, and at some point I'd like to do some...other stuff." Doug was looking at Willow very seriously.

"Other stuff?" The voice in the back of her head told her this was the perfect opportunity to have that talk with him. She ignored it.

"But the drawing comes first. Actually, photography comes first. I want to capture as many different expressions as I can." Doug continued like he hadn't just admitted his attraction to her. Walking across the floor on his knees, Doug stopped right in front of Willow. He watched as her eyes grew wide and she pressed into the back of the chair, obviously believing he'd changed the order of his priorities.

"Not yet," he teased her, reaching for a bag under her legs. Holding it up he said, "Camera."

Scooting across the small space, Doug settled back against the wall and pulled an old Pentax camera from his bag. Lifting it to his face he focused the lens on Willow. She squirmed nervously in her chair.

"Tell me about the last time you really laughed. The kind of laugh where milk would spew out your nose, had you been drinking milk," Doug said. Sensing her unease, he pulled the cable release cord out of his bag and screwed it into the bottom of the camera body. He brought the second chair over next to him and gestured for her to begin talking.

"Um, lately? Last night," Willow responded. "When you told me about your failure with the pottery wheel."

She watched Doug prop the camera up on his bag, fix it on her, and relax with the cable in his hand. He looked pleased with her answer.

"You're not supposed to flatter the artist," he told her.

"No, really. I got this picture of you in my head, going through lump after lump of clay, because no matter what you did it was still a lump." She conjured an image of him, bent over the spinning wheel, hair falling out of its elastic and sticking in the clay. She giggled at the thought.

The camera clicked loudly and her gaze jerked toward it. The shutter snapped again.

"I hope you didn't go home and tell your roommate that story," he said, shaking his head.

"Nah. But Buffy wouldn't care. Neither she nor I have an ounce of artistic ability. She did date this guy once, who could draw these amazing portraits, but he only did it when he was...crazy," She trailed off, realizing that was the only time Angel every showed his ability--when he had lost his soul again. Her mouth turned into a frown at the memory. Another click of the camera.

"The two of you seem really close," Doug sounded almost envious of the relationship between the two girls.

"Believe it or not, we used to be even closer. The three of us--Buffy, Xander and I--used to go everywhere together. We've been through so much bad stuff. Now she deserves to spend a little time with Riley, even if it does mean spending less time with me."

"So Xander has been around for a while," Doug couldn't help himself.

"Since we were kids," she affirmed. "I've known him my whole life."

Her face took on a melancholy look. Doug could practically see her reliving that life, the moments spent with her old friend. She was so lost in thought she didn't appear to notice that he was taking one picture after another of her.

"You act like it's all over," he finally said.

"Can we talk about something else?" She hated feeling bad about this, especially since she meant what she had told Xander, that they would eventually be okay. It was just the working through it part she wasn't enjoying.

"Okay. Let's talk about us."

She raised an eyebrow at him. Click.

"Let's talk about getting some dinner?" He didn't want her to feel uncomfortable.

"Okay. But..."

"Wait." He held up a hand to stop her. "Here's the deal, Willow. I like you. Probably more than I should after such a short period of time. But I don't want you to feel like someone is sitting on your chest."

"Excuse me?"

"I don't want to suffocate you. Make you feel like you owe me something. You don't have to see me when you don't want to. And if you eventually decide you don't want to see me at all, that's okay too. It wouldn't be much fun, but it would be okay."

Willow looked at him, amazed that he had been able to read her thoughts so clearly. She had never been good at expressing her feelings, and now she didn't have to. Instead she just nodded, and slid out of her chair into the floor. She rested back on her heels and watched him as he put away his camera and zipped up the bag.

Doug stood and stretched his arms before offering her a hand up. She accepted and he tugged her forward into his body, and wrapped his arms around her.

"You make the calls, Willow. I promise."

She nodded against his chest and lifted her own arms to his back. He breathed in the scent of her hair and willed her to look up at him. When she finally did they shared their first kiss.

Sunday had unofficially become regrouping day.

When Willow arrived at Giles', she was surprised to see everyone else was already there. Buffy sat on the floor, leaning against Xander's legs as he sat on the couch. Spike sat looking sullen next to Xander, sipping from his ever present 'Kiss the Librarian' mug, and Giles was puttering around in the kitchen.

"Hey," Willow addressed the entire group, feeling somehow intrusive on the warped--yet cozy--familial picture they presented.

Spike twisted on the couch to look at her, watching her with that leering gaze he had taken to lately.

"You don't have the doughnuts," he said flatly. "It was your turn to bring the doughnuts."

"Since when do you eat?" Xander asked the surly vamp. It really was Willow's turn, but he was in enough hot water right now.

"I'm simply pointing out the fact that the witch isn't carrying her part of the load these days."

"And you are? Shouldn't you be outside, sleeping in the dirt of your homeland or something?"

"Shouldn't you be off sucking on that little ex-demon girlfriend of yours?" Spike snickered when Xander didn't have an immediate comeback.

Willow did another sweep of the room, noticing that Anya was, in fact, not in attendance. The girl rarely left Xander's side, and never left him alone with her or Buffy anymore. Even in a larger group, Anya had grown very territorial.

Giles stepped out of the kitchen and looked at Xander, waiting to hear the explanation. Neither Xander nor Anya had come back inside the house after their little chat.

"I'm not sure why she's not here," Xander ventured cautiously. There was really no need to keep his break-up with Anya secret. "I told her she could still hang out with us, even if we weren't dating."

"You broke up with her?" Willow asked, incredulity coating her words.

"You told her she could still hang out with us?" Buffy asked in a similar tone.

"Ah, too bad," Spike jeered. "That's one vengeance demon I wouldn't mind--"

"Hey!" Xander and Giles both protested the vampire's line of thinking.

"Eating," Spike finished.

Buffy rolled her eyes at him and turned to find Willow. The other girl was still standing near the door, and looked completely lost in space. There was no telling exactly what she was thinking, but she'd bet it had something to do with Xander's announcement.

"Hey, Will! How'd it go with Doug yesterday?" Buffy watched Willow mentally rejoin the group and noted the way her cheeks colored slightly.

"It, uh, went well." Willow shot Buffy a look that begged her to wait until later for this and went to join Giles in the kitchen. Buffy followed them, the two girls crowding the Watcher into the small room.

"You didn't tell him, did you?" Buffy knew she was right, but couldn't wait to see what Willow had to say about it. Despite himself, Giles was also interested in hearing the answer, even though he didn't quite understand the question.

"I didn't have to," Willow squared up her shoulders and addressed both of them confidently.

"So he wasn't interested in dating you?" Buffy could hardly believe this was the case.

"We must be discussing Doug," Giles said, finally realizing what he was in the middle of. Both girls shot him questioning looks. "Xander told me."

Willow was stunned for the second time that day.

"Xander?" She spoke louder than she wanted to, and he came to join them in the kitchen.

"What's up, Will?" he asked, happy she was talking to him again.

"You told Giles about Doug? Is there anything about me you didn't tell him?" Willow was so sick of being angry at Xander, but he just wasn't leaving her any choice.

"I asked him how your class was going, Willow," Giles lied for the younger man, who could only make it worse by speaking for himself. "Xander was merely answering my questions."

"You shouldn't be so quick to judge me." Xander pointed his finger at Willow and moved to stand in solidarity near Giles.

"So, what happened?" Buffy asked, not caring if the two men were around for the conversation.

"He sort of already knew what I was going to say," Willow tried to ignore Giles and Xander, speaking only to Buffy.

"And?" Buffy pushed her harder.

"And, he said he was okay with that." Willow spoke slowly, trying again to signal Buffy that she didn't want to talk about this. Not here.

"Who was okay with what?" Spike appeared in the kitchen, too, pushing through them to put his cup in the sink. The room was officially at capacity.

"We're talking about Doug," Giles was the one to answer him.

"But we haven't learned what he was okay with yet," Xander finished.

"Because it's none of your business!" Willow shouted, her voice filling up the tight space.

Spike shrugged his shoulders and turned on the faucet, rinsing the remnants of his bloody breakfast down the drain. The others watched him in silence.

"It's not like I cared anyway," the vampire said, leaving the room again.

"You're right, Willow. Until you make it so, this is not our concern." Giles put his hand on Xander's shoulder, effectively shoving him past Buffy and Willow and out of the room. Buffy waited until they were out of earshot to ask one final question.

"Have you decided to start seeing him?"

Willow nodded, pulling her bottom lip into her mouth and chewing on it. She and Doug had spent the rest of the previous afternoon together, and the entire evening as well. It felt good to have someone to talk to about normal things.

"No pressure, Buffy. He knows about...everything."

"Well, I think it's all good," her friend responded. "But you know you're going to have to talk with Xander. I mean, I hate to bring this up, but the two of you have got to work something out."

"We did talk. And it didn't make things better. I thought it would, but it didn't."

"He doesn't want to let go of you, Will. He's scared you won't come back to him."

"But I haven't been with him," Willow felt like she was going in circles on this issue, with no closure in sight.

"In his head, you have been."

"That's not fair, and you know it."

"Oh, I know it. But I don't think he knows it. Hence the talking. To him, not to me."

"What if it never gets better, Buffy?" Willow honestly felt sometimes that this was true.

"If you want it to, it will."

Willow nodded again and moved to leave the kitchen. Peaking around the corner she saw Xander sitting on the couch, sulking along with Spike. He turned to look at her and she saw the apology in his eyes.

She realized she did want it to be okay.

Xander spent the remainder of his Sunday afternoon lying flat on his bed, listening to the radio play endless songs about endless love over and over. He hadn't even bothered to turn the lights on, and such little sunlight was able to get into the room, it felt like the middle of the night all day long.

Whatever he had once had with Willow was over.

Only he couldn't remember when it had started and why he had let it end. There were only jumbled images of the two of them in his mind. He could see her clearly, on the day he realized how beautiful she was. And he realized it hadn't been that night before the Homecoming dance, it had happened months before, and it wasn't a special event or a fitted dress. It was the way she looked at him one day and smiled, her eyes flashing and her hair spilling around her shoulders. Just a random day.

He did remember the first time he held her. Not out of a need to comfort her, but just out of need, period. She fit right up against him, right under his chin. The next time he kissed her she had mewed in the back of her throat and he knew somehow he'd found what was right. But then she was gone and now it was over.

He knew it was. Over. He repeated the word to himself. Over, over, over.

Xander wondered if it had been over from the moment he first touched her. Intimately, that is. If the simple act of making their friendship something more had destroyed it all. He had wanted it to be something more. For each day to bring something new between them. Instead it took the closeness they had and pulled it apart, even as he held her.

He remembered the look on her face after Faith. Maybe it had ended with her stony silence. He had been unable to tell her how much he regretted the act, how ashamed he was that it meant nothing. That she meant everything.

Rolling onto his stomach he buried his face into the beaten-up pillows. They still faintly smelled of Anya, and he had another image. One of him holding her, here in his own bed. Only that had never happened, other than in his head. All the time, recently. Maybe it had ended when he had tried to move on to something he didn't want in the first place.

The phone rang loudly and he debated not answering it. There was really no one he wanted to speak to, except Willow. And she would be the last person to call him tonight. It continued ringing.

Xander picked up the receiver and held it to his ear, not offering a salutation.

"Xander?"

Buffy.

"Xander, I know you're there. I can hear you breathing,"

He did not respond.

"Listen. I just wanted you to know that Riley and I have a date tonight. We'll be out pretty late."

He could not fathom why she would call to tell him this.

"I just wanted you to know. In case you wanted to swing by the dorm tonight."

He hadn't wanted to. In fact, he wasn't looking forward to their next conversation, where he was sure she would chastise him for his earlier behavior.

"But just because I won't be home, doesn't mean no one will be. Do you understand what I'm saying, Xander?" Buffy's voice had gone from teasing to annoyed when he didn't answer her.

"That's all, Xander. Tonight would be a good time for you to wrap up loose ends."

Her purpose dawned on him just as she terminated the connection.

Willow sat on her bed and forced herself to open her psychology book. The last few weeks she had barely studied at all, skimming only through the parts she knew would be important on pop quizzes and future tests. So far she had managed to scrape by, not doing much damage to her high grades. She told herself she would make up for it, just as soon as she was able to clear her head.

Her head, which was now throbbing from the myriad of thoughts she couldn't sort out.

"This should be simple," she said to herself, shutting the book without reading a single sentence. Her world was more right at this moment than it had been in days. Buffy was acting like her best friend again, even finding time to spend with her in the newness of her relationship with Riley. Giles trusted her, to the point he was willing to begin tutoring her in spell-casting again. Doug was offering her a no-pressure relationship. But, most importantly, she was beginning to feel like herself again.

"Not like myself," she whispered. "I feel new."

She closed her eyes and leaned back, taking the time for it to sink in. Willow concentrated on her breathing, inhaling deeply before releasing the air, feeling the tension leave her body. She thought she could hear the blood running through her veins, the thumping of her heart. Everything completely disappeared, and for the first time in forever she felt like she belonged in her own skin.

"Buffy said you would be here," Xander addressed her from the now-open door.

Willow slowly opened her eyes. When she thought about this moment later, she would realize that his coming here wasn't a surprise to her. She had expected him.

"I keep telling her she needs to lock the door behind her." Willow sat up and placed the textbook on her small bedside table.

"I...I can leave if you want to be alone," he sounded nervous, and hadn't moved an inch further into the dorm room.

"Come inside, Xander." She moved to the center of her bed, crossing her legs Indian-style and pulling a pillow onto her lap. The comfort from moments before was waning. Instead she was struck with the memory of Xander's earlier declaration. He and Anya had split up; he was single again.

Xander looked around the room for somewhere to sit, choosing the chair at Buffy's desk and swiveling it to face Willow.

"I don't know what to say," he began. She was looking at him expectantly, but her eyes were soft, non-confrontational.

"You had a reason for coming here. What was it?"

"I know that I thought I had a reason," he responded. "But now that I think about it, I can't remember what it was."

Willow didn't think they had ever been this uncomfortable around each other. Nor could she remember the last time he had so obviously wanted to put space between them. She felt as if they were sitting in two separate rooms, talking to each other through a barrier.

"When did we get so screwed up, Will?" Xander was the first to speak.

"Do you really think it's that messed up?" Of course it was. She just wanted him to be the first to take a crack at why.

"You don't?"

"Maybe. Maybe I do. I can't begin to guess when it happened, though." She wouldn't guess. She wanted him to.

"I've felt distant from you since the night you left me for Oz." Xander heard the words coming from his lips and wanted to take them back.

"I didn't leave you, Xander. I wasn't really with you," Willow felt like a liar. In those brief moments they had stolen together, she had been with him heart, body and soul. But he couldn't know that.

"You were, though. Whatever it was that we had, we never got a chance to savor it. Hell, I don't even know what to call it."

"A mistake. Call it a mistake."

"Do you mean that?" Xander did not believe it for a second, that she would have opened herself up to him that way, only to dismiss it later.

"Is this what you came here to talk about?" She kept her voice quiet, ignoring the hurt way he was looking at her.

"Did you really think it was a mistake?"

"Xander, I don't see how any of that matters now. I thought we were talking about our friendship. Not...something else." Willow was fighting wildly to maintain control. She was not looking for something else from him, she wouldn't allow herself to.

"What would you say if I told you I wanted something? Something non-friendly?"

"I would tell you you're being selfish. That you're feeling lonely and you're confused and you're reaching out for something that's comfortable." She tried to make it sound sensible, not mean or judgmental.

"This is not comfortable, Willow."

Willow felt instantly nauseated. Her heart leapt into her throat and tears filled her eyes. She let out a gasping, choking sound and covered her mouth, her eyes closing naturally. It wasn't comfortable. Not at all. It was terrible and it hurt both of them in unimaginable ways.

Xander was by her side before the first tear fell. He pulled her swiftly into his lap, cradling her like a child, stroking her hair and shushing her. Her shoulders shuddered and her hands grasped at his shirt, but she did not make another sound. Instead she bit her lip hard enough to draw blood, the coppery taste somehow grounding her there with him. It was all real--this pain and its inevitable conclusion. It always came back to the two of them. She continued to sob.

"Don't, Will. Please. Shh." Xander's voice was broken by his own tears. He rubbed his cheek against her hair, not minding the way individual strands stuck to his face. If this was the breaking point, and he believed it was, they only had to ride it out until things got better. "It's okay, Wills. We're together now."

Willow heard his words and concentrated on calming herself enough to speak with him. Just because the words sounded perfectly natural didn't make them right. He studied her intently as she pulled back and looked up at him, her face puffy and streaked with tears. Her eyes, shining so brightly, mesmerized him and he leaned close enough to her that their noses touched.

"It's not like that, Xander." Even as she said it she felt his lips brush against hers. One, two, three times. "We're not to--"

Her voice faded as he smoothed his thumb over her bruised bottom lip. Xander saw the shift in her as she closed her eyes and sighed, relaxing against him.

"Willow?" She parted her lips against his touch, but did not open her eyes. "Willow, please look at me."

Instead she squeezed her eyelids tight enough to see stars. Here, with him, it was as simple as getting lost and never coming up for air. Only she would lose herself again, too. Become part of something that was inevitable but not chosen.

"No, Xander," she said quietly before slowly opening her eyes and finding his lips with her own. She kissed him thoroughly, reveling in the way her body responded to him. He was all hard muscle and soft lips, familiar touch with no hesitation. It was only when she felt him twist to lay her on the bed that Willow slowed down and pulled away from him.

And it was then that the phone rang.

Willow could see the plea in his eyes: don't pick it up don't pick it up. They both knew, though, that the chances of something being wrong outweighed whatever was going on between them. He gripped her left hand as she picked up the receiver with her right.

"Hello?" Willow smiled and let go of Xander's hand as she realized who was on the other end. "Actually, I sort of have company. Can I call you back later?"

She sat back down on her bed, close to Xander but not touching him. He felt no relief at knowing nothing was wrong.

"Mmm-hmm. I promise. Soon." Willow replaced the receiver in its cradle and turned to him, bringing one knee up onto the bed between them.

"I'm guessing that was Doug." Xander regained her hand and held it tightly.

"You would guess right."

"I don't understand, Will." She saw his hands begin to shake before she felt it.

"It's not time for this, Xander." He flinched at her words, but she held onto him. "I'm not ready for you. And you're not ready for me. I meant it when I said you were feeling lonely, but that doesn't mean what we feel isn't really there."

"I've been lonely since you left," he whispered.

"I've been lonely since I left, too, Xander. But now I've found myself again, and I'm not ready to share."

"Promise me that--"

"One day it will all fall into place," she finished for him. "I really do believe that."

He kissed her again, softly, then reached for something in his coat pocket. Pulling out a folded square of paper, Xander placed it into her lap and started toward the door.

"I want you back in my life, Xand. I need you to be my friend again."

Xander nodded at her and felt his heart breaking, about the time his head figured out they were doing the right thing.

"Always, Wills." He waved at her and shut the door quietly.

Willow made sure he wasn't coming back before unfolding the paper in her lap. She gasped when she saw what he'd given her: the drawing from his first night in class, from an impossible angle, though he had completed her form from memory much later. While not technically sound, it was beautiful to her. It was intimate, like a lover. He had seen her the way she had wanted to see herself that night, graceful and strong and comfortable with herself.

She carefully folded his drawing back up and moved to the trunk at the end of her bed. Shoving aside the quilt she kept there and lifting the lid, Willow shuffled through the contents until she found a wide lacquered box. It held so many pieces of her life, so many of them involving Xander. She rubbed the heavy drawing paper against her cheek and then placed it in the box on top of the other items, marking the time when she began to move forward on her own.

the end.