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"Can I see the room Cordy stays in before we go to bed?" She looked at Angel's broad and very naked back before he turned to face her. His taut muscles rippled as he moved, Dawn's mouth went a little dry.

Going to bed. This is completely innocent, Angel. Just sleeping. That's it. Then Angel frowned. What else did she say? Then he remembered. "Sure, princess." The he cast a glance in her direction. He stumbled on the rug slightly. Alcohol had a way of making him clumsier." Why would you wanna do that?"

"Curious. She always looks so perfect, so put together. I just wanna see what her room looks like." Dawn lied easily. Angel looked doubtful, still able to be somewhat reasonable even in his inebriated state. She pouted though and he relented. He hated to upset her and that little girl pouting was impossible for him to resist. He was such a sucker.

That didn't make much sense but Angel nodded. "This way." He pointed and they walked down the hall to it. Dawn entered and quickly began snooping. "What are you doing, princess?"

"Looking for stuff."

"Stuff?"

"Yep, interesting stuff. Used to do that to Buffy all the time. I just think its fun to see what people own. Tells you a lot about who they are."

Angel thought about it a moment. If anyone could see some of things in his closet. . .well, they were Angelus' but he hadn't got rid of those leather pants and other. . .accessories. Then he spied a bottle of wine in a drawer that Dawn had opened. She could lead anyone down the path of temptation."Okay." He snatched it up. He smirked as he began to sort through another drawer in the bureau. Let's see what Cordy's been hiding from me. He found a Bon Jovi C.D. "I love these guys!" He said and handed it to Dawn looking at her expectantly. She didn't appear as excited as he was.

"Never heard of them." Dawn said, giving him back the C.D. She'd never been into 80's rock. "If it were Backstreet Boys, I would have done a little happy dance." She went back to perusing, finding some choice make-up items."There's the stereo if you wanna listen." She pointed to the corner of the room casually.

Angel had a wicked grin on his face as he popped the C.D. in and cued up his favorite song. "Lay Your Hands on Me." When he was Angelus once again in Sunnydale he'd discovered this particular group. He'd often blared the music in the mansion, inciting Dru to dance with him. It had driven Spike nuts, so he had made sure to play it often. He hadn't been able to shake the fondness for their music since he'd regained his soul.

Dawn stared at him as the music came on and Angel drunkenly sang along with the recorded voices. He caught her dubious look and winked at her. Then he jumped on top of the bed, doing his best rock star impersonation. "Now listen up. I'm a fighter. I'm a poet. I'm a preacher. I've been to school and baby. . .I've been the teacher. If you show me how to get up off the ground, I can show you how to fly and never ever come back down." He grinned down at her. " Everything you want is what I need. Your satisfaction is . . . ,uh, guaranteed." He thrust his hips from side to side with the music. "Nothin' ever comes for free. If you want me to lay my hands on you. . . Lay your hands on me, lay your hands on me. Lay your hands on me." He ran a hand down his chest. " All you gotta do is. Lay your hands on me. Lay your hands on me. Lay your hands on me!" Then he dropped to the bed and played air guitar while he laid down on his back.

When the guitar solo was over he began to sing again. "Oh, baby, don't you know I only aim to please?" He propped himself up on his side to face her. He stared straight into her eyes and the music quieted almost sounding church-like. He sounded like a traveling preacher in one of those tent shows. "If you want me to lay my hands on you. . . watcha you gotta do is. . .lay 'em on me. Come on, come on, come on." He crooked a finger at her. Without thought Dawn approached him.

She sought his lips with her own and he kissed her for the first time. The first time without the excuses they used. This wasn't about making Spike jealous. Or a joke that they could both laugh off. Or deviling Riley, which was a better past time than you might imagine. This was about them. Dawn and Angel. It was incredible and terrible at the same time. They pulled apart, both gasping. Angel pressed a hand to his forehead. "Dawn, I'm s-"

"Don't you dare. We both know that we both enjoyed that." She looked at him crossly as the implications settled in. "Damn it! I don't need this right now! I've almost got Spike. Do you have any idea how long I've wanted to be with him?!"

"You think I wanted this to happen?"

"No." She sighed. " You just like to flirt. I'm someone fun to tease around with."

"Me? I like to flirt?"

"Yes, you! You're the flirt here! 'Oh, we gotta fool 'em, Dawn. Don't you want to win, Dawn? Just ignore me while I nibble on you.'"

"I'm doing all of this to help you, remember?"

"I remember you." She took a deep breath. "We've got to stop fighting. This isn't helping. We just have to acknowledge it , say we won't act on it, and it will go away."

He snorted. "I don't think so, little girl. You've got a lot to learn about desire."

Dawn shook her head in disgust. "I suppose you want to teach me? Thanks for my daily dose 1950's machismo, but I'll pass."

Angel's face lost all traces of anger. "I do want to teach you." His eyes were lit with a desire. "More than you know."

"Stop that!" She turned away. "I can't think when you do that." She scooted back from him and leapt off the side of the bed. Then promptly tripped over a book that had been partially shoved under the bed. Dawn landed on her backside. "OW!"

Angel chuckled darkly and slid over to the side of the bed. "I would offer to kiss it and make it better but you'd-"

"Kick your ass?"

"Is that an offer?"

"Help me up! And keep your dirty mind to yourself." He reached out and helped her up, quickly releasing her when he was finished. "What was that?" She bent down and picked it up. "Darkest Desire." Dawn held it up and showed him the cover. "Look, the guy's wearing a cape."

Angel peered at the cover."She needs some more clothes. What's wrong with his teeth?"

"He's got fangs." She read the back cover. "I think it's a romance novel."

Angel looked worried. "Hey. Do you think she was reading that? A romance book about vampires. . .Cordy wants me." Then he got a very male grin on his face. "Oh, yeah. Cordy wants me. She thinks I'm sexy." He snatched the book from her and began browsing, looking for some insight into his seer. After a moment he looked up at Dawn and started in a sing-song voice, "She wants to date me . . ."

Dawn rolled her eyes but a small giggle burst from her lips.

"She wants to hu-ug me. . . ." Dawn threw a pillow at him. "She wants to ki-iss me . . ."

"You're lookin' kinda done in, pet. Wanna go home?'

"Thought you'd never ask." Faith scooped up her lighter and cigarettes and shoved them in her jeans pocket. She followed him out the door, leaving the hustle and bustle of Caritas behind.

The night air was cool and invigorating. Faith was restless, time like this made her want to pick a fight with someone. Spike was off limits, being helpless and all. It was a pity. He'd killed two slayers and Faith wanted to test her skills against him. She knew that she had nothing to fear from the vampire but she still wanted to know who was better. "So, you're still chipped huh?"

Spike tensed. "Yes." He said warily. "What's it to you, ducks?"

"Aren't we jumpy? I was just making sure, I'm in the mood for a good fight."

"You want to see if I could beat you." He smirked, lighting up. "I'd have drained you dry if I were the vamp I used to be."

"No, I would have beat you senseless and then dusted you off my jeans at the end of the night."

"If you say so, pet."

"I say so." Faith clenched her jaw mulishly.

"Alright." He opened the door of the Desoto and let her climb inside. Then he shut the door and rounded the car. He slid inside and flashed her a pearly smile. "Y'know, that's not what I wonder about the two of us."

"What do you wonder about?"

"That night at the Bronze." Spike tilted his head to the side as he watched her with a thoughtful expression. "That was the reason I got interested in the Slayer, y'know. It was you, not Buffy. Never had any woman approach me like that before. "

"Oh." She flushed a little. "I just saw you standing there and-"

"I know." He reached out and lifted her chin. "What do you think would have happened if we'd followed through on it?"

"I don't know." She winked at him. "But it might not have been bad."

He released her and started the engine. Then he gave her a sly smile. "Did I ever tell you why they started calling me the 'Big Bad'?"

"I hate you." Dawn cried, glaring at Angel.

"Yes. But am I exciting you? Here I am, kneeling in front you. Begging you." His voice lowered. "Don't you want to feel me?" She didn't speak. "Answer me. Tell me you crave my touch."

"I don't!"

"You lie."

"Please. Don't. Don't do this, you're just trying to hurt me."

"Hurt you?"

"No, I'm not hurting you. Don't try to guilt me out of this. I know you want me. Want this."

"Please. Don't."

"Don't you know that 'don't' is a challenge, my dear?"

"I don't want this."

"I know you do."

"Don't close your eyes. You won't escape me that way."

"Do you know what your doing?

"I do." Then he sighed, growling low in his throat. "Oh, yes. Like that."

"What? Like this?"

He groaned. "Feels so good. Can't stop."

"Don't want you to."

"I knew you did. You just had to let me have my way with you, liebling."

Outside Cordelia's door, another vampire and another Slayer sat. They'd arrived late in the conversation and had went to listen when they noticed it was sexual in nature."Move." Spike hissed.

"Why?"

"I'm going to break that bloody door down and have my way with him." Spike balled up a fist.

"I can't believe-" Faith was getting angrier by the second. "How dare he? She's never. . .and he's so. . ."

"Old. That's what he is. He is so old."

"And what the hell is a liebling?"

"I don't know, but I can beat it out of him." Spike glared at the door.

"I bet it's dirty."

"Bloody bastard, got her liquored up and now he's seduced my nibblet. That's supposed to be me in there!"

She smacked his arm. "No one is supposed to seduce her. She's an innocent."

"Not anymore. No thanks to the great poof from beyond." He stood up. "I've had quite enough!" He kicked the door in and burst into the room angrily. "Get the hell off my sweet bit!"

Angel rolled over in the bed and glared at his childe. "You're going to pay for that door."

"I'm going to pay? You're going to pay for my taking what's mine. Just like you always do, you selfish poof." Then he got a closer look at the scene. "Hey. Why are you both dressed?"

Angel gave him a toothy grin and ran a hand down his own hip. "Disappointed?"

"Piss off, pops." He went to the bed and grabbed Dawn up and onto her feet. "You alright, bit?"

"Yes." She dropped the book she'd been holding onto the bed.

"You don't look like you've just been shagged. Though Peaches is bloody quick with that." She raised an eyebrow. "So I've heard."

"No shagging occurred."

"Then what the hell were you doing with him, then?" He was suspicious by nature.

"Reading. A dramatic reading, actually."

Faith walked into the room. "Must of been some book." She exhaled in relief. Everyone was fully clothed. No, she hadn't been worried. No, not at all.

"It was. " Dawn grinned, still tipsy. "Lots of vampire sex."

Spike sneered at his sire. "What? Did he need a soddin' how-to guide?"

She handed Spike the book. "It's Cordy's. It's all about a normal human woman's romance with a vampire."

Spike glanced down at the book, then back at Peaches. Belatedly, his mind caught up with what his eyes had just read. "Is that even possible? How bendy can a regular mortal be?"

Dawn giggled. Faith smiled. Angel glowered. Spike kept reading.

"This belongs to Cordy?"

Angel and Dawn nodded solemnly.

"She wants to date you."

Faith stumbled on her way to pick up phone and Spike raced past her. "What the bloody hell do you want?"

"Spike? What are you doing there?"

"Bloody bloody hell!" Spike nearly dropped the phone. "Hey! It's the Slayer!" He repositioned the phone on his ear. "How's Capt. Cardboard, Bitchey-I mean, uh, Buffy? What's the matter? He can't figure out what goes where?"

"Spike! Shut up! Where's my sister?"

"Having hot chocolate with Fai--uh, Peaches." His eyes darkened. "I think there's something you should know."

Faith turned the page in the book, and Dawn started giggling again. They were hunched over the small volume, sneaking a quick peek while Angel made them hot chocolate. "Now, that's just a lie. I've never met a guy who came close to doing that."

Dawn looked at her. "Like you know women who can do that." She pointed at the next passage.

"I can."

"Really?" Dawn looked somewhere between shocked and envious.

"Can what?" Angel walked into the room. Faith panicked and still a bit tipsy, tossed the book over her shoulder with a sound that was suspiciously close to an "eep."

Angel walked around them and picked up the book. He looked at the page that it was folded to. "Really?"

"And then he called her something really dirty, that I'd rather not repeat. No, I'm not lying!" He paused a moment. Then he turned toward the kitchen. "PEACHES!! Phone for you. It's important. Unlife or death!"

Angel strode quickly into the room, glad that vampires couldn't blush. He tried to keep the disturbing mental images out of his mind. Absently, he picked up the phone. "Hello?" He listened for a moment. "Well, that was rude and uncalled for." He thought for a second. "And since when do we greet people with that word?"

Spike sat down on the floor and howled with laughter as Angel listened to the allegations the Slayer was making. Faith and Dawn came into to see what was going on and he motioned them to join him.

"I AM not. I don't even like children very much in the normal way!" Angel looked aghast. "I don't think I've ever heard you say that word before." He cringed. "I'm not sure you're using it right."

Spike reached up to put the conversation on speaker phone, and Angel slapped his hand away. "You've never even met my mother." Angel glared at Spike and mouthed, "What did you tell her?"

Spike shrugged in innocence, then shouted, "Did I tell you he took her to a bar first! She's still drunk!"

"Am not!" Dawn protested. "Who'd you tell?"

"Your sister." Faith grinned. The trio looked back at Angel.

"I AM NOT!" Angel loudly proclaimed. "Ok, maybe a little." He winked at Dawn.

"He just winked at her! Dirty old man!" Spike projected his voice towards the phone.

"Buffy! I don't think it would be physically possible for me to do that." A thought crossed his mind. "Besides do you want another visit from Angelus?" There was a beat as everybody thought that one out. "I am NOT going evil again. Why does everybody ask me that? Sure, you can talk to Dawn."

"Hello, Buffy?" Dawn glanced nervously at Angel. "No, he's not wearing any leather." Her eyes widened. "Eww! Yes, he has clothes on. No, he didn't try to show me his tattoo. Besides I've already seen it." She blushed. "NO! He trains with his shirt off." Her eyes widened further. "Wait! There's another one?" She looked Angel over appraisingly, as she covered the phone with her hand. "How'd you hide that in a speedo?"

"Probably under his large ass!" Spike proclaimed wide eyed. Just before Angel tackled him.

"Hey stop that! You're going to get all dirty on the floor like that!" Dawn chastised before turning her attention back to the phone. "Yeah." Beat. "Spike." Beat. "And Angel." Beat. "Floor, yup." Beat. "Not sure." Beat. "Yeah, we all knew it , too."

Angel and Spike sprang apart. "NO! We didn't!"

"A what? All three of us?" Dawn looked confused. "At the same time?" Spike and Angel burst into laughter. Dawn looked to Faith. "I thought that was a type of pie? Faith, why are you laughing?"

Dawn gripped the phone and turned her back on them. "I'm pretty sure Angel's bed wouldn't hold all four of us anyway, Buffy." She made a face. "Besides she's almost like a sister or a parent. Ewww." Angel, Spike and Faith were wiping their eyes and trying to compose themselves.

Finally, Angel stumbled to his knees and crossed the floor. Clumsily, he took the phone from Dawn. "And I thought Riley was one of those corn-fed Iowa types. Who knew he was into all of that." He listened for another moment, but he was becoming very sleepy. "Well, where else did you learn all that stuff. It wasn't from me." Dawn was already reclining on Spike and Faith had her eyes closed. "Nothing else to do on a farm, I guess. Hey, keep him away from the goats." Ahh, to hell with it. He leaned over and hung up the phone. Spike raised an eyebrow. "I hope Cordy has a dustbuster."

"I'm sure she doesn't." Angel sighed dramatically as he lay back. Then he gave a half-hearted smile. "Hey, maybe she'll protect me. She wants to da-ate me . . .she thinks I'm se-exy . . ."

"She's the only one. Poof."

Angel lay on his back, an arm thrown carelessly over his eyes in his big lonely bed like he'd done on thousands of other nights. But this night being alone bothered him. Try as he might, he couldn't shut out the sounds of the humans that currently resided in his hotel. He could hear Dawn's heartbeat. It was steady and even, comforting in the darkness. He could hear her small sighs as she shifted position in bed, lost in a dream filled slumber. The sleep of the innocent.

Faith, on the other hand, was restless. Her heartbeat was erratic just like the sounds of her soft footfalls on the carpet as she paced. Evidently, she was having as fitful a sleep as he was. Angel knew about sleepless nights. About terrible things that jostled around in your mind in the middle of the night. Hell, he'd been the cause of most of his own dark thoughts. Part of him wanted to go to her room, offer to talk. But talking might lead to other things. Especially considering the amount of alcohol he'd consumed. It would loosen his tongue and his inhibitions. . .and that was dangerous.

His feelings for Faith were complicated enough without mixing in his attraction to Dawn too. At this rate, he wouldn't be able to sleep at all. Angel closed his eyes again. He was determined to fall asleep. He rolled onto his side and pressed his cheek against the cool cotton. Angel deliberately stiffened and then relaxed his muscles, waiting for the safe oblivion of sleep. He felt himself begin to drift off.

Spike, who had been concealed in the deep shadows in the corner of the room sighed in exasperation. He sat the Ming vase down reluctantly that he'd been holding. It was a pity, really. He'd been looking forward to bashing Peaches over the head with it. He'd even grabbed one of those nancy boy doilies Angel had on the top of his chest of drawers to muffle the noise of the breaking pottery. Nothing would keep him from Dawn's room. Nothing! Except for a locked door. Smashing it in would have ruined the stealthiness of this operation. The sweetness of the surprise. But it would have been fun.

No, the only path to Dawn was blocked by Angel himself. So, he'd snuck in Angel's room after the older vampire had fallen asleep the first time and was about to open the door that connected to Dawn's suite when he'd woken up again. Spike had silently cursed his sire as the older vampire tossed and turned. Luckily, Angel was not quite sober and had been unable to detect his presence.

Spike crossed to the door and opened it quickly, sliding inside Dawn's room easily. He leaned against the door and feasted his eyes on the vision before him. He'd observed her like this before, only she didn't know it. Often, when he'd been obsessed with the Slayer and had been lying in wait for her to get back from patrol he used to sneak into Dawn's room. Something about the girl captured his attention. She confounded him with her mixture of youth, beauty, and ageless wisdom. At the time, he'd thought nothing of it. Put it off as an offshoot of his obsession with Buffy.

On his furtive forays into her room, Spike usually watched her sleep, wondering what she dreamt about. How could she be so unspoiled and untouched while living on the Hellmouth? Once he even laid down on her bed beside her, listening to the soft sound of her breathing and inhaling the scent of lilacs from her pillow. He'd been so bold as to stroke her hair. Almost willing her to wake up and speak to him. Instead, she'd relaxed into his touch and even curled her little fingers around the soft leather of his duster. It had felt so right somehow. So right that he'd flown from her house, Slayer stalking be damned for the evening.

Spike towered over her as she once again lay on a bed. Dawn was no longer a precocious child and he wanted to do much more than just lie beside her. She was so lovely. Heartbreakingly beautiful, to be exact. Dawn lay on her back, glorious chestnut waves fallen like a shadow around her delicate face. A shapely cream colored leg had escaped the warm mass of covers that lay over her. Her arms were still tucked beneath the blanket. Her feminine curves were outlined clearly by the moonlight and the clinging blankets she clutched.

Spike licked his lips as he approached her. A hungry wolf in the hen house. The desire to touch her. . .take her was almost unbearable. Had he ever had such a hard time controlling himself? Spike's hand shook as he reached out, intending only to touch her satin cheek. He brushed the back of his hand over her face. She sighed and tilted her face up to his slight caress. "Mmm. . .Spike." She murmured. His hand froze. Then, the wickedest of grins slid over his aquiline features. She'd been dreaming of him? He pounced, using his full strength to pin her down.

Dawn awoke with a scream, which was muffled by Spike's skillful hand. She glared at him furiously, blue eyes shooting sparks at him. He smiled back enjoying her fury and her struggles. Then Dawn grinned. . .as she brought her escaped leg up against his hip and knocked him off balance.

He lost his grip on her then and she took the opportunity to push him off f her slight form and then flip him over. Then she rested her weight on top of him, deftly pulling a stake from underneath the pillow and pressing it above his heart. "I think you bit off more than you can chew, Spike."

"I was about to say the same thing to you, luv." He quirked an eyebrow at her and rolled his hips, making sure she felt every inch of the lean body beneath her.

"What the hell are you doing in my room?"

"Why, I'm visitin you', nibblet. Trying to be sociable. Thought you might need some company. " He let his eyes drift down her torso, letting her know exactly what kind of 'company' he had in mind. She realized that he was getting quite an eyeful too. She wore an old t-shirt that only came to mid thigh. It was thin in patches and made her skin visible. It wasn't threadbare in the best places. Spike's nostrils flared, he really did love unwrapping his presents. He wished he weren't wearing so many clothes. He was completely dressed in black jeans that had seen better days and his tight black t-shirt, his worn leather duster lay spread around his body.

Dawn blushed, wishing now that she'd worn the new pair of satin pajamas she'd gotten on her last shopping trip instead. "Oh yeah? You always visit people at," She glanced at the alarm clock by the bed. "Three in the morning?"

"Uh huh." She noticed that Spike had that sultry look in his eyes. Dangerous. Predatory. The look that made her want to melt into a little puddle at his feet. She pressed the stake against him harder, enjoying their game of cat and mouse. But who was the cat and who was the mouse?

"Be careful, nibblet. You want to give me a splinter?"

"That's all you'll be getting from me." She gave him a smug smile, making sure to graze his skin before removing the stake and moving off him. Spike looked put out. "I was sleeping, Spike. I have to get up early tomorrow."

"What for?" She was a Slayer for pity's sake, she should keep vampire hours.

"Angel is teaching me pilates. Then we'll do aerobics."

Fabulous, they were going to talk about Peaches again. "Aerobics, eh? Does he wear pink tights?"

"No!"

"Purple?"

"NO!" She pressed the stake back against his chest again.

A pissed off Slayer was no one's friend. "I'll be serious now. Put your pointy wooden toys away, please." She put it back under her pillow. He grinned before continuing. "The poof bundles you out of bed at some undemonly hour so that the two of you can do some of that poofy stretching?" She nodded solemnly, her mouth twitching the slightest bit. "Sod that! Why don't you sleep in tomorrow? Have some waffles in bed? Or even read the bloody paper? You've earned it, luv."

"Can't. I have to be in the best shape possible. Sacred duty. . .yada. . .yada. . . yada."

"It's your sacred duty to sweat to the oldies with that git?" She rolled her eyes. He'd convince her sooner or later. If things went well, she'd be lying beside him in the morning. He merely had to get her in an agreeable mood. "Come on, don't you want to have a little fun? Let's go to the roof, pet. Take a gander at the stars."

He looked like a little boy begging for a piece of candy. She started to refuse him yet again when he tilted his head to the side, his lips puffing out the slightest bit. "Please?"

She gave in. "Alright. But only for a little while."

Angel could have sworn he heard voices next door in Dawn's room. He strained to hear but couldn't make out any now. He rubbed his head, maybe he'd dreamed it. "Must be the alcohol." It had been a very long time since he'd drank so much. His youth had been a blur of tavern wenches and all night benders. Of course, he'd quite a higher tolerance level than he had now.

A soft knock sounded on the door. "Angel? You awake?"

Faith! He pulled his covers up to his chin like one of those silly Victorian virgins he'd been so fond of eating in the bad old days. He released it with a sigh and stood up. "Yes, you need something, Faith?" He hurried to the door, wearing only his satin pajama bottoms and opened it a crack.

She wrapped her arms around herself, looking uncomfortable. She wore a tank top and pair of sweat pants. "I can't sleep. I heard you over here, I was wondering if-"

He couldn't possibly refuse her. "Come in, Faith. We could. . .talk." Yeah, that's about all I can do with her.

She drifted in his room and sat on the big chair beside his bed, folding her legs up under her. She looked at the floor, the wall, the ceiling. Anywhere but his face and that smooth chest of his. "Bet you know I'm restless. Why can't you sleep?"

"My mind keeps working. I keep thinking."

"About what?"

Angel met her eyes, still shadowed in the darkness. The truth shall set you free. "You."

Dawn sat down gingerly on a slab of concrete in the center of the rooftop patio. Luckily she'd had a pair of leggings in the adjoining bathroom and hadn't been forced to search for her pants in front of Spike. That would have been too humiliating. She'd come up here barefoot though. Who could think of silly things like shoes when you were with Spike?

Spike was staring off into the night, puffing a cigarette. He seemed to be on the verge of a profound discussion. He turned towards her suddenly, his face set in determined lies. "How do you feel about me?"

Dawn ducked her head. Dammit. She was hoping for some light conversation, some flirting, and maybe even a kiss. She didn't want to lay her feelings out to him, leave herself exposed like that. Not so soon. "I. . .I like you. I care for you, Spike. You know that."

"Yes, nibblet, I know that. I've always known that. Besides your dearly departed mum, you're the only one of 'em that gave a damn about me. But is it more than that?" He sighed, blowing out a stream of smoke. "Are you playing with me to get Angel?"

This she could be honest about. "No."

Faith gulped in air. "Why would you be thinking about me?"

"I always think about you." He cleared his thought. "Don't you want to know, Faith? How I feel about you?"

This was the stuff of dreams and nightmares. She didn't know if she could take it if he said something negative. "Do you want to know how I feel about you?'

Angel tensed, his eyes becoming hooded. "Well, since you avoided me after you got out of prison, I think you hate me. But you're grateful that I helped you save yourself. So you don't know how to act around me. Part of you wants to thank me. Part of you wants to stake me because you had to depend on someone else. . .especially a man. Am I right?"

He seemed satisfied by that answer. Maybe it was the truthful look in her eyes or the way she tilted her head when she said it to him. Sincerity. "Good. Then what have you been doing with him?"

"Flirting."

"I know it's a bit more than that, luv." He widened his eyes.

"Some kissing." Dawn hedged. "I don't know how I feel about him. He's so-"

"Irresistible? Evidently. Buffy couldn't get over him. Dru's been hung up on him for over a century. And Darla. . .well, don't get me started."

"He's not you." Dawn said suddenly, tears gathering in the corners of her eyes.

"You think you're the first woman to compare me to him and found me lacking?"Spike said fiercely.

"You don't get it." Dawn shook her head."Yeah, he's handsome. Intelligent. Funny and God know's he's sexy. And the way he touches . .never mind. What I'm trying to say is that as wonderful as he may be, he's not you. He'll never be you."

Spike looked as confused as she felt. There it was, she'd blurted it out for the whole world to see. "I'm special to you?"

"Very." She went up and put her arms around him to whisper in his ear. "I don't think you know how special. I had such a crush on you with your bad attitude, blond hair and that killer leather jacket." She didn't want to lose him, didn't want him to turn from her. She thought about what Lorne said. It was time to get to know the real Spike.

"Did you?" Spike pulled her to him, relishing the contact with her willowy form.

"And you knew it too. I even had some interesting dreams about you." She had a mischievous look in her eyes when she traced the curve of his ear with her small warm tongue. She heard him groan. Then she sank two of her pearly white teeth into the lobe, biting just enough for him to feel it.

"Bloody hell, nibblet." Spike said hoarsely. "What are you trying to do to me?"

She released him so fast that he didn't have a chance to stop her. "You mean you don't know?" She wrinkled her nose. Then, a light entered her eyes. "Remember when I caught you spying on Buffy during her birthday?"

He suddenly found the ground interesting. "Yeah."

"And you called me little red riding hood?"

"Yes." What was she getting at?

Right now, she didn't want to worry about Angel. Or Faith. Or Buffy. She wanted him. "You're the big bad wolf." He'd probably been warning her away from men like himself.

That predatory glint entered his eyes once more. "You think so?"

"Yes." She put her arms back around him. "So, don't be a sheep in wolf's clothing with me. Be a wolf."

Spike's answer was a fiery kiss.

"I think I should be going." Faith said, standing up with a weary sigh.

"I want you to stay." Angel caught her eyes with his own. "I don't want to be alone tonight."

She looked back down at him. "What's going on with you and D?" She shoved an impatient hand through her long hair. "Look, I know that you two have known each other a long time. You've turned her into one hell of a fighter, but there something else there."

"Yes, there is." He admitted. "But it isn't-"

"Don't." Faith held up a hand. "I'm not letting you come between us."

"I'm not trying to cause trouble between you and Dawn."

"No, you aren't. But you will whether you mean to or not." She took out a smoke. "She's my daughter. I would never take anything or one that D wanted for her own and that means you're off limits." Faith tried to light her cigarette, but her hands were shaking.

"Here, let me." Angel cupped his hands over hers, blocking the wind and steadying her. He always seems to do that, one way or another, she thought. "What about Spike? You seemed pretty cozy with him."

Faith stared at him for a moment as she took a drag off the cigarette. "For someone who has been around as long as you have, you're not very quick on the uptake, are you?"

"What are you talking about?" Angel turned slightly away from her. "Why do you always have to make it so hard on yourself? The world isn't out to screw you over. You are. Why are you so afraid to be happy."

"I'm not. I'm happy." Angrily, she threw the filter on the ground. "Why is it so hard for you to believe that you're just not a part of that?"

Angel grabbed her by the shoulders and pulled her to him. "If I'm not a part of it, than why were you pacing tonight, instead of sleeping? Why do you walk back and forth, and come towards my door and then change your mind? I can hear you." He looked into her eyes. "I listen to you pace all night. You work out. You patrol. You take cold showers. And you tell yourself you're happy, because you're doing what you're supposed to. Because you found a way to shut everyone out and still be one of the good guys."

"Let me go." She tried to shove him away but he persisted. "You don't know what you're talking about."

"You're scared spitless. Scared to let anyone in. Scared to care about this new life of yours. Because you're scared that someday, someone will take it away. You're afraid some one is going to realize that it was all a mistake, and you didn't really deserve a second chance, and they're going to take it all away. You're still in prison, Faith. And the way things are going, you're never gonna get out."

"So? What do you care? Are you gonna save me, Angel?" She sneered.

"I care, Faith. Because I did it, too." He shook her gently. "You have to let someone in eventually."

"I did. I let Dawn in." She shoved at his chest. "As a matter of fact, I'm going to go check on her."

"I think she's with Spike. I can't hear her in there."

"Aren't you worried?" Faith looked confused.

"No, strangely. She can handle herself." Angel steeled himself. "Are you upset about Spike?"

Faith gave him a disgusted look. "No. I gave up on guys who pick Summers' girls over me a long time ago." And she turned and walked out the door without a second glance.

Spike sat on the cold cement. He thought there might be a pebble under his leg but at the moment he didn't care. Dawn was cradled in his lap and he was kissing her. Deep, lasting kisses than only increased their longing for one another. Spike's mouth slid down to her neck. Her pulse picked up when he permitted himself to slide his cool tongue over her jugular vein. Her head fell back, exposing her neck to him. Offering herself to him. Ecstasy. Agony. He couldn't bite. She would know about his chip. He wasn't sure if she was ready to handle that yet. Spike willed himself to calm down and pressed a closed mouth kiss to her smooth neck before cradling her to head to look in her eyes. "You're cold, nibblet. Let's go inside and get warmed up under your covers."

She nodded her head in agreement, still dazed from his attentions.

The next morning was disgustingly beautiful. He wasn't sure but he thought he had a hang over. He couldn't even drink his mug of blood this morning. Angel sat on his black leather sofa with a surly look on his face. He'd gone to Dawn's room, wanting to wake her up for their calisthenics only to find her curled around Spike's lithe body. They were both wearing clothes so there was no dust in the bed now. He hadn't woken them up verbally but he'd slammed the door on his way out. He really hated Spike. Maybe he should have opened the blinds.

Faith was nowhere to be found either. He'd gone to her room with a glass of orange juice and a cup of coffee seeking to smooth things over. He'd come on a little strong last night. He'd worriedly checked her closet and was relieved to find her meager selection of clothes still there.

He took another sip of his coffee. The phone was ringing. Angel looked around, realizing he'd been looking for Cordy. She loved answering the phone. He hated answering it. He walked towards it and picked it up as if it were a snake. "Hello?"

"Angel? Is that you?"

"Yeah. Hey, Cordy! How are you guys?"

"We're fine. Thought I'd call to check on you guys. Gun and Wes found this Medieval weaponry shop though and they're buying lots of swords and maces and stuff, so be warned -- your Visa bill's gonna be huge." She took a deep breath. "So, how's Slayerville going?"

"Good. Fine." Then Angel remembered that book he'd found of hers. He couldn't resist finding out some information. For the sake of information, of course.

"So, Cordy, I was cleaning and I-"

"Cleaning?" She scoffed. "You cleaned? God, is there an apocalypse coming or what?" There was muttered curse. "Oh, God, there's an apocalypse coming! You're doing things you should do! Quick, Angel, look around do you see some cats and dogs hanging out together?"

"Will you stop it? No apocalypse. I promise."

"Whew! What were you going to say then?"

"I was cleaning in your room and--"

"Why would you do that?"

"I just was!" God! Would she just let him get to the point so he could grill her for answers?

"Angel, did you spill blood in my room again? Were you reading my magazines like before?"

"No!" He sighed. New tactic. "Guess what I'm wearing?"

"I'm gonna go out on limb here and say something black."

"Very funny. Ha Ha Ha."

"Are you wearing black?'

"Yes."

"Knew it."

"Can I continue?"

"Be my guest."

"I'm only wearing black pants though."

"Oh, you're wearing a colored shirt then? Good for you! Did you get bold? Try something grey?"

"Cordy!" Then his tone turned smug. "No, I'm not wearing a shirt. At all."

"Oh-kay. You don't have any clean shirts? You spilled blood-"

"For the last time, no blood was spilled!"

"Alright. Touchy, touchy. But. . .why are you telling me this?"

"I don't know." This wasn't going as well as planned. "Doesn't it make you feel anything?"

"Annoyed?"

He swore he could hear her rolling her eyes. "Cordy!"

"What? Geez, did someone wake up on the wrong side of the coffin today?"

"I DON'T SLEEP IN A COFFIN!"

"Whatever! It's called a joke. Look it up. Are you going mental on me? That's it. The Slayers have driven you over the edge."

"I'm not mental!" He sighed. "I promise you that I'm completely sane." Was it too much to hope for a compliment? He needed to hear that a woman found him attractive. A living, breathing woman. "I found this book of yours-"

"Oh! Angel, I have to go, since you're not mental and all. We reserved a table. The guys and I are going to this nice Mexican restaurant for lunch and margaritas. I'll call you later!"

Spike slapped his hand on Angel's shoulder, making the elder vampire wince. He'd heard the poof's conversation as he'd come down the stairs and couldn't help but comment. "I don't think you're completely sane, peaches."

Angel turned around and slowly tilted his coffee cup, letting its contents fall on Spike's bare feet. "Shut up, Spike."

Dawn came down the stairs to see two surly vampires starting at one another in their usual state of disgust and dislike. It wasn't at all how she envisioned her morning. Actually, she'd expected to wake up in Spike's arms and was disgruntled that she'd woken up alone. She'd planned on snuggling up to him and engaging in more of their playful pillow talk. "Dawn," Angel called, eyeing her, a particularly churlish look on his face. "Did you sleep well?" She didn't like the way he said that or the way he was watching her.

"Yes, I did as a matter of fact." She came the rest of the way down the stairs and went to stand behind Spike's chair.

"You were supposed to get up early for your aerobics." He sounded so disappointed in her as if she were ignoring her duties as a Slayer. It was only one work out.

"Well, I had a change of plans, Angel."

Angel narrowed his expressive eyes on Spike. "I know exactly what kind of 'plans' you had."

Spike was enjoying himself. Nothing like stirring up trouble between his Nibblet and this pansy ass wanker. He gave Dawn a glance that was full of sensual meaning. "Let's just say that she had enough of a workout last night."

"Spike!" Dawn and Angel cried simultaneously. Dawn, because she was embarrassed and because she was tired of being the latest rope in the tug of war between Spike and Angel. First Drusilla, then Buffy and then herself. They both had issues and she was sick of being their babysitter.

But Dawn couldn't the look of pain on Angel's face, she needed to ease it a little. "Nothing happened."

"That's a lie." Spike said. "She's a shy one, this girl. I'm sure you understand, mate." He leaned back and winked at Dawn. She smacked his forehead and he screeched in protest before he sat up straight again.

"I looked in on you this morning and you were both fully clothed." Angel said angrily, watching both of them closely. No, they couldn't have. . .could they? Why would they put their clothes back on afterwards?

"You were checking up on me?!" Dawn cried.

At the same time, Spike decided to go with this a bit more. "Hoping to sneak a peak at me, weren't you poof? See how you measure up?" Spike crowed. He relished the image he got of Angel walking in on them while they snuggled in each other's arms. He could picture the hurt in his eyes. The torment. Maybe it would teach him what if felt like to have his girl stolen. And Dawn definitely belonged to him, she just didn't know it yet.

He scowled at Spike before turning pleading eyes at Dawn. "Not like that. You were supposed to sleep with me last night."

"What?!" It was Spike's turn to be angry.

"Not like that. Just sleeping, nothing else." Dawn said hastily to Spike.

"What a pity." Angel muttered but no one heard him.

Dawn looked at her mentor. Her friend. "You know why I didn't." She stared down at her toes suddenly. Dawn knew that if she had stayed the night with Angel something would have happened. Something wonderful and terrible too. They both had stretched the limits of their control last night. The alcohol wouldn't have helped their judgement either.

"Did I miss something?" Faith said, breezing in with a box of donuts . "What's with all the gloom?"

"Nothing, luv." Spike said, eyeing the donuts with delight. "Say, pet, you didn't happen to get a bear claw did you?"

"I got two. One for you and one for me." Faith said with a smile. She reached out and chucked Dawn under the chin. "I got you a cream-stick, D."

'Thanks." Dawn felt the tension leave her body, grateful for the distraction and the promise of sugar. She had reluctantly come to the conclusion that she couldn't have both of them. She could be with either Spike or Angel. She owed it to herself to see how things would work out with Spike didn't she? Why was this so damned hard? She welcomed the break from the decision. Especially in the form of chocolate and sugar.

The older vampire retrieved some mugs and the coffee pot for the group from the other room. "What did you get for me?" Angel asked, still sulking from her hasty departure last night.

"You're getting into this food thing aren't you?"

"Not all food, just some of it." Angel said defensively. "Sugar is good in the morning. It makes you more alert."

"He likes donuts." Dawn supplied.

"Did you get glazed?" The dark vampire asked hopefully.

"Yes, there's a couple of them." Faith said, watching his goofy'happy face' with amusement.

"Thanks, Faith." Angel grabbed up a donut and dunked it in his coffee. He took a bite and chewed with gusto.

"You brought me donuts once." Faith said. She remembered that morning like it was yesterday. She'd been sent to kill him but she couldn't do it. She'd screamed like a banshee and begged him to kill her. He'd merely reassured her that she could change, gave her a place to sleep and brought her donuts the next morning. It was the first food she'd had in days. She'd shyly eaten one while lounging in his bed. It felt like home to her somehow.

"I remember." Angel met her eyes, it was obvious that he was remembering the same thing she was.

Dawn looked at them curiously. She didn't understand. "He gets them for me all the time. I eat them after I train."

"I know, princess." Angel reached out and ran a finger down her upturned little nose. It was something an older brother might do to a precocious younger sibling. She snickered and bit into her creamstick.

Spike was jealous. The great poof had managed to connect with both women on two different levels. Leaving him out in the cold. Again. "Shut up and eat your goddamned donut, poof."

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

The phone was ringing. Dawn sprinted down the hallway and ran down the stairs to the office. She picked it up to hear Giles on the other end. "I thought you'd never pick up."

"Hello to you too."

"Hello. It's nice to hear your voice, Dawn." Giles said with resignation. "How are things going there?"

"Fine. It's the usual. Training. Patrolling."

"Nothing out of the way then?"

"Out of the way?" She queried. "Is that British for. . . is there something wrong?"

"I spoke to Buffy this morning and she sounded very upset. I couldn't really make out all of what she was saying, mainly because she screaming in my ear, but I put two and two together. Are you Angel, uh, involved shall we say?"

"Yeah, we're involved. He trains me." Dawn said deliberately.

"What about Spike? I know you have a soft spot for him. You haven't, er, had some sort of liaison?"

"Is that British for screwing, G?"

"FAITH!" Both Dawn and Giles yelped.

"What?" She drawled. She waved cheerily at Dawn while holding up a phone at the front desk.

"This was a private conversation." Giles pointed out.

"So what?" Faith said. She could hear fussy old Giles cleaning his glasses as they spoke. "Nothing happened. D is safe with me, I wish all of you would remember that."

"Good." Giles said. "Dawn, dear, are you there?"

"Yeah, I'm here." She answered, sticking her tongue out at Faith. The other Slayer made a face and hung up the extension. Dawn twisted the phone cord around her finger. "How are things in Sunnydale?"

"Just fine. You've nothing to worry about. " He sighed. "You do know that getting involved with Angel or Spike wouldn't be wise."

"Giles?"

"What?"

"This is none of your business. Or Buffy's for that matter. Nothing is going on and that's that." Well, it was sort of the truth. "I really don't want to discuss this topic."

"Alright! I know when I'm beat. But if you need anyone to talk to, I'm always here for you."

"Thanks, Giles. I'll talk to you later."

"Bye Dawn."

"Bye."

Later on that evening Faith and Dawn went out on patrol. They didn't expect trouble but they decided that they might as well spend their time more effectively. Besides, thinning the vamp population never hurt. All the occupants of the hotel had spent most of the day ignoring each other. Both young women were glad of the physical activity and the tension release it would bring."So, D, what's up with you and the bleached hottie?"

"You think he's hot?" Dawn asked, a touch of anger seeping into her voice. She didn't want Faith thinking about her Spike in that way. Then she cringed inwardly. Dear God, she'd claimed ownership of him now.

Faith hadn't been paying close attention. She was focused on the shadows of the graveyard, wary of a potential threat. "Yeah, I'm not blind you know. He's a cutie and good with the spicy talk. Why haven't you made your move?"

"What makes you think I haven't made it?" She said suspiciously. And what the hell kind of spicy talk was she talking about? Had Spike been talking especially 'spicy' with her? Was she fishing for an invitation to go after Spike herself?

"You'd be much more relaxed." Faith gave her a knowing smirk.

Unfortunately Dawn wasn't in 'the know'."Huh?"

"Never mind."

"You should go after him. Angel's plan intrigued him but you have to show an interest in him. He's not going to wait around forever." Faith said. That sassy inner voice everyone has laughed at what she said. This has nothing to do with Angel! Did I say anything? You implied it. You want him. Do not. Do too. Bitch. Faith shook her head. Great, I'm having an argument with myself.

"Are you okay?"

"I'm fine, D."

"Can we talk about what you said before? About the relaxed thing. . . wait a minute. . .I would be relaxed? Or Spike would? What exactly did you say again?"

"I said. . .Vampire!"

"No, you didn't, Faith. Don't try to confuse me. You said something about-"

"Behind you, D. He's big and ugly!"

"Damn it!" Dawn shouted, spinning around. "Do you mind? I was having a conversation with my 'parental unit'." As she said this, she pushed the wooden stake into his heart and watched him explode. "How rude was that?" She said, facing the older Slayer once more

"Very. I mean, you'd think they were blood thirsty beasts or something." She said, wearing a fake doe-eyed expression. She laughed then. "Seriously, D. What's going on with you and Spiky."

"Spiky?" She queried. "You call him that?" Faith rolled her eyes in answer. "The truth is. . .the truth is. . ."

"You're making up the truth as we speak?" Faith asked. "Don't lie to me, sweetie."

She sighed." I don't know. I really like him. I think I might even love him."

"Then what's the problem?"

"Angel."

"Ahh." Faith said deliberately. "Now, we're getting somewhere. How do you feel about Angel?"

"How do you feel about him?"

"I asked first."

"Dunno."

Faith chuckled. "Me neither, D. Me neither."

"You like him too?"

"More than I want to."

"But this fixes everything! We can both be with men we might love. I can be with Spike and you can be with Angel."

"Hold up, who said I was in love with Angel?"

"You said you didn't know . . .so. . .it might be love."

Faith decided to ignore it. "And maybe I could be with Spike and you could be with Angel. "

"Spike is mine." Dawn said this so vehemently that it shocked them both.

Faith broke into a big smile, equal parts of her were happy for Dawn and relieved that Angel wasn't taken. "Looks like you made a decision."

Dawn took a deep breath. "I guess I did." She bit her lip and smiled. "Wow! That was easier than I thought."

"All you needed was a push."

"A push." Dawn gave Faith a surreptitious look. "On second thought, maybe I could have them both."

"Both?"

"Yeah, three way relationship."

"I see."

"Yeah and maybe one of those menage a' thingys that sounds like pie."

Faith stared at her for a moment as if she'd grown a beard or something. Then, she shook her head and began to babble in a very unFaithlike way. It provided Dawn with all the information she needed. "No, D. That's my style, not yours. Well, my old style at least. Angel would never go for it anyway. He's a one Slayer vampire and I bet Spike and Angel would probably kill each other because they'd both want you for their self. And Angel is--"

"Into you."

"What? No! Of course he isn't. How could he be?"

"He likes you. You like him. But I imagine that Buffy was a big roadblock to that. You could be with him if you really wanted to."

Faith lowered her eyes. "But I can never be with Angel."

"You're worried about the curse."

"Yeah, a homicial maniac running around town tends to get me upset."

"There's lots of other things you could do. . .besides. . .you know."

"Sex?"

"Yeah." Dawn said sheepishly.

"Spoken like a true virgin."

"Hey!"

She laughed, pulling her daughter into a hug as they walked side by side. "Don't worry, I'm sure Spike will help you out in that department."

"Eww!"

"What? This is the first time you've talked about sex?"

"Keep it down!" Dawn said, furiously looking around them. This was too much to bear. What if someone heard them?

"You don't want me to say 'sex'?"

"No!"

"Sex, sex, sex, sex" Faith chanted, doing a little dance. She loved to see Dawn blush. She'd never been able to understand Buffy's prudish ways, some of them must have rubbed off on D. It was time to nip it in the bud."Say it, its not a dirty word. Hell, it might even loosen you up a bit."

"Sex." Dawn whispered, with a giggle.

"No! Say it, D! Really say it. Not just a wimpy whisper."

"Sex." Dawn said in an even tone, as if the matter were deadly serious. Faith raised an eyebrow and gave an exaggerated yawn. The younger girl stamped her foot before she yelled. "Sex. Sex! SEX! SEX!!!" Faith through back her head and laughed. Dawn struck a pose and ran a hand trough her hair." Sexy. Sexpot. Sexkitten. Sexual relations."

"Was that an offer?" A sly voice asked from the darkness.

"Ohmigod!" Dawn shrieked, mortified.

Faith pulled out a stake. "Come over here and find out."

The shadowy figure emerged with a burning cinder on the end of a cigarette. "Put away your sticks and stones, luv." He smirked. "Well, just the sticks. Though the stones would sting a bit if you hit me with them."

"Spike!" Dawn said, pressing a hand to her beating heart. "We almost attacked you. Why are you following us?"

"You should know better, nibblet. I always follow you."

"I think that's my cue to leave." Faith offered. She winked at Dawn before she left. "Don't do anything I would." She gave a husky laugh as she strode back down the alley.

But Faith ran into her very own vampire stalker on the sidewalk. "What would you do?" Faith reflexively delivered a kick to his shins.

"Ow!" Angel howled as he bent down to massage his aching leg. Faith was in full Slayer mode, all she knew was an assailant dressed in black made a threatening move. She fisted her hands and brought both of them down hard on his back."OWW!" If he'd been human, it would have knocked the air out of his lungs.

Then she stopped. "Oh shit! Angel?"

Angel moaned in pain. "Uh, yeah. What was that for? You just felt like being violent?"

"Sorry." Faith murmured. "It was instinctive. God, are you okay?" He nodded but the movement was jerky, he was obviously in pain. She reached out against her own will and patted his head without thought. His hair was thick and silky to the touch. She forced herself to pull her errant hand away and placed it on her hip. "Why were you spying on us?"

"Actually, I was spying on Spike who was spying on you and Dawn." He straightened his back and grimaced in pain.

Faith winced in sympathy. Her words weren't so harsh now. "And that somehow makes it okay?"

"I was merely watching out for her. She needs to be protected."

"Right. As you've just witnessed, we Slayers are helpless females in need of sheltering."

Angel sighed then laughed bitterly. "Who am I kidding? Some protector. I can't even stop Dawn from dating a soulless demon." He watched as Dawn and Spike strolled down the street. It was obvious that they were at ease with one another. He knew those two would end up together in the end somehow. It just hurt to see it.

Spike and Dawn didn't even notice the other couple. "Uh, how much of that conversation did you hear?"

"Enough." Spike smiled enigmatically.

Fabulous. "How much?" He looked at her innocently. "Spike!"

"What?"

"Forget it. Wanna help me patrol?"

"Anything you say, nibblet." Spike fell into step beside her. He'd been thrilled when he'd heard her admission. She was going to be with him. He felt like "I love seeing you in action."

"Oh, thanks." Dawn was secretly pleased with the comment. She still felt as if she lived in Buffy's shadow to some extent.

A strange wail issued from the street. "What the hell was that?"

"Screaming mimi?" Dawn hypothesized. "It's rare to find one in this populated of an area though."

"Blue with purple spots? Or purple with blue spots?" Spike asked, he stared down the alley but the lights from the lamp posts and from passing cars obscured his vision. "One species is deadly. Well, only if you're eating movie theater candy. They can never resist popcorn or those chocolate chip things with the white sprinkles on top."

"Snowcaps?" Spike nodded. Dawn turned her head and squinted as she stared down the alley. "I can't see anything but it must be of the harmless variety. The other ones are much more aggressive. Besides, I bet they'd blend in."

Spike shrugged as they continued on their way. "Whatever you say, bit."

"When we get home I'll get you some ice for that leg."

"I'll be fine. I'm healing as we speak."

Faith looked at him doubtfully, she hadn't meant to wound him. It was obvious that he was going though some personal struggle."Good. I didn't mean to hurt you." Faith turned to look at him. "You really are a protector, you know. I think it must be second nature to you."

"No, I'm not. I can't protect Dawn from the dangers she has to face and I couldn't protect Buffy either."

"You protected me." She said with feeling.

"Faith, you don't need my protection."

"Yes, I did." She sighed. "Not physically. I can hold my own with that. I'm talking about emotionally. When I was in prison, you were the only thing that got me through." If he hadn't been a vampire, he wouldn't have hurt her soft admission.

"Oh." He reached out and smoothed her dark hair, tucking it behind her ear. "I never knew you needed me. You seem so strong sometimes, like you're invincible."

"Yeah, well, I could of been an actress." She jammed her hands into her pockets awkwardly. "All I wanted to say was thanks, you know. It was decent of you to do that. I appreciated the letters, the gifts. It made it all bearable." While, she spoke she was aware of Angel's hand caressing her cheek.

"You're welcome." Angel moved closer to her and pulled her into a loose embrace. He bent over her and his mouth grazed her ear as he whispered. "Anytime."

"I'll remember that." Faith took in a shaky breath before placing her hand on his chest and pushing to gain some space between their bodies. She drew away completely and began walking again, she sneaked a quick peek at him to see him watching her with a lazy smile. She had a feeling that was a lot more Angelus in Angel then he let on.

"Angel, I need to ask you something."

"Ask away, Faith."

"Are you hurt that Dawn chose Spike?"

Angel was caught off guard and faltered with his next step before he cleared his throat. "No, I guess not."

"Really?"

"Really. I know that she really wants to be with him. She has for quite a while. We can only hope she comes to her senses soon and meets someone less. . .less-"

"Dead?"

"I was going to say obnoxious." Angel retorted. Faith snickered and Angel beamed at her. "Frankly, I thought she had better taste than that."

"I think he's kind of cute."

"How cute?" Angel said angrily.

"Very. He has a nice. . ." she bit her lip when she was Angel's scowl. "Face."

"Right. My turn to ask the embarrassing question, what's going on with you two?"

"What if I said that Spike and I played a trick on you two?"

"You pretended to like him?"

The game was over. "Guilty. But believe me, it wasn't that hard to pretend."

"I see." Then, he thought about all four of them scheming against one another and he was forced to chuckle at the situation. "What a mess."

"I thought we were all pretty clever. Especially you and Dawn. Although, I think you guys went over the top sometimes."

"I guess we did."

"Dawn told me something very interesting today."

"Oh? What's that?"

"She said you were 'into me'". She gave him a sideways glance.

"She did?" He gulped. "Well, that was. . .thoughtful of her."

"She also said she was considering having a menage a trois with you and Spike."

Angel almost choked. "She said what?!

Faith covered a laugh with a cough. "She also mentioned pie, I'm not sure how that would fit in exactly."

"I knew Spike was a bad influence!" Angel harrumphed. "And pie. . .do you think she picked that up from Buffy? Riley really is a pervert."

"Is it true?"

"Of course he is, did you hear some of things that Buffy was suggesting? Where else would she pick this stuff up?" She looked at him expectantly. "Oh, about me being into you?" She nodded, carefully watching him. He was afraid he would see laughter or mockery but she looked serious. "Do you want it to be?"

Faith gave him an enigmatic smile. "Maybe and then again, maybe not." With that said she gave him a jaunty wave and sprinted up the block, leaving the dumfounded vampire alone in the street.

"What are you thinking about, bit?"

"You."

"My favorite subject, next to you of course. What about me?"

"I was thinking about the way you kissed me last night and I wondered when you were going to put the moves on me."

Spike stopped in his tracks. He spied a low concrete wall by the grass, it came up to his hips. He lifted a bemused Dawn into his embrace and placed her on the wall. "Perfect height for kissing, don't you think?"

"Mfphm" She mumbled as he joined his mouth to hers. She pressed closer, enjoying the cool strength of his body. She opened her legs and let him stand in the V created by them. When the kiss broke, they were both breathing heavily. "I've been waiting all day for that."

"Me too."

He picked her hand up and playfully lined it up to his own, seeing how small it was. Then he flipped it over and pressed a kiss to her wrist. Dawn was mesmerized by his actions and their affect on her body. She felt as if she had just come alive. The next thing Spike did was release her hand as he reached for her hair. His hands craved to touch the dark length of it, it smelled of vanilla and was silky to the touch. He slid it through and then cradled her head, bringing her mouth to his for another smoldering kiss. She let her head loll back as he thighs gripped him. When he pulled his mouth away he was presented with her lovely white throat.

Spike felt his incisors lengthen and prick his tongue. A small amount of his blood, bathed his tongue but it wasn't enough to sate the need to taste her. "I want you so much." Spike hissed.

"I want you too." Dawn murmured. In all her innocence, she didn't realize that she aroused his lust for her blood as well as that for her untried body. He'd be damned if he'd let on what his unholy desires were. He didn't want her to turn with him. At this moment, all he cared about was touching her, knowing her body.

Spike narrowed his eyes on the pulsing blue vein on her neck. Surely, pressing a few kisses there wouldn't hurt. Maybe be a cool slide of his tongue along her satiny skin. Surely, that would assuage the burning hunger. He promised himself that was all he would do. Spike lavished his attention on her pale neck, kissing and nipping the skin. He delighted in her sighs and the way her hips rotated against his own. But soon that wasn't enough.

Unable to help himself, he sucked in a bit of skin and suckled her, making her writhe in pain and pleasure. "Please." She whispered, fingers digging into his shoulders as she pressed his mouth into her neck.

"Forgive me." He whispered before he punctured her throat with his fangs. It was undiluted power, the raw strength of the Slayer mixed with the energy of The Key. She was delectable, a delicacy he was destined to hunger for, for the rest of his unlife. Dawn slowly became aware of what was happening, though she couldn't quite believe it. She could hear the muffled lapping sounds Spike was making against her throat. He was feeding from her. And she enjoyed it. God, did feel so good to everyone? Even as he was draining her of her life force she wanted to offer him more, let him take all of it. Then, another though struck her. He's supposed to be chipped. Harmless. Spike had lied to her.

With a roar, Dawn shoved against his chest, but Spike stubbornly held on to her.

"Just a little more, nibblet." He mumbled.

Dawn was furious. She shoved him again and moved back, dislodging him from her neck. She stood up quickly and had to grasp the wall, she felt a little dizzy. "You fed off me? When did you get your chip out?!"

"Dawn, I can explain." Spike held up his hands defensively.

"Why didn't you tell me?" She felt a tear snake down her cheek. "Didn't you trust me? Did you think I'd stake you?"

"I thought you wouldn't understand. Buffy always threatened--"

"Buffy. I thought you realized that I'm not her. I'll never be her. You're right about one thing, Spike. I don't understand this or you." She turned on her heel and walked away from him, bound for the hotel.

"But, nibblet, I-"

"Save it, Spike. I'm not in the mood to hear another lie from you right now."

"He bit me!" Dawn said without preamble as she threw open the doors of the hotel and ran straight into Faith's arms.

The elder Slayer calmed her daughter by patting her back and murmuring nonsensical words of comfort. When Dawn had composed herself, she attempted to have a real conversation with her. "A vamp got you?" The girl nodded. " I'm sorry, D, I should have stayed with you and Spike but I kind of sensed it was the time for privacy and bailed. But other than the fang marks, you came back without another scratch on you. Is Spike okay?"

"No! I'm not okay! Spike did it."

"Spike bit you?" Faith attempted to sit up but was pinned by Dawn. "Let me up, it's time to dust!"

"No, Faith, this isn't a killing offense."

"Oh it isn't? I thought he was chipped. You thought he was chipped. He lied to us , Dawn. There's no telling what else he's been up to."

" I know, I know, but I need to find out if he's feeding off of others." Dawn teared up once more. "Oh, God. . .what if. . ." She whispered brokenly. "What if he's feeding again? What if I have to. . .to. . ."

"You won't have to, D. I will." Faith kissed the top of her head. "You shouldn't have to do that."

"Faith, no! I owe him so much. When Glory was after me, he was always there for me. Willing to die for me." She bit her lip. "Or was he? Was he there because of Buffy?"

"Dawn, don't. Don't go down this road. Trust me, I spent enough of my life in Buffy's shadow, I won't let you do it too. Regardless of his feelings for her in the past, Spike loves you now."

"God! And I'm sitting here thinking about killing him."

Faith was dizzy trying to keep up with her mood swings."No, you're thinking about protecting innocent people from his bloodlust. You're just doing your job. And no one said a vampire/Slayer romance would be easy, D."

"I guess not."

"Now, let's get you cleaned up." Faith helped Dawn to her feet. "And then I can go beat him into a bloody pulp."

The younger girl grabbed her arm."Promise me that you won't hurt him. Let me handle this."

"D, come on. I have to go and-"

"No, I'll handle it. I'm a big girl now."

"Oh, come on. Not even some bruising? Just let me toss him around a bit." Faith was teasing but there was an undertone of anger in it. Spike had better stay away from her until she cooled down.

"No, no bruises, no bleeding! Well, maybe just a few bruises." Dawn managed to smile. They were about to walk to the bathroom when Angel appeared in the doorway.

"Hello, ladies."

"Hi, Angel." Dawn said too brightly. She nudged Faith and murmured. "Don't tell him." Faith gave her a look. "Please!" She tightened her mouth. "Faith, he'll hurt Spike." The other Slayer nodded reluctantly.

" Is everything. . .I smell blood." He walked towards them and saw Dawn holding onto her neck. "Are you alright? Did a demon get you while you were out patrolling?"

"Uh, no." Dawn hedged, desperately not wanting Angel to get into the middle of this situation. He was kind of a stake now, ask questions later vampire. "I mean, kind of. Well, not exactly. I'm fine, Angel, there's no need to worry." She smiled at him before dashing upstairs to her room.

Angel turned to Faith."Is she alright?"

"She's okay, Angel. Hey, it's in the job description so we're used to it. We're Slayers, we can take a hit and keep on hitting."

"What really happened?"

"It's none of your business."

"Faith, Dawn IS my business." She looked at him sharply. "Not like you are. She's my Slayer. My friend."

"She told me not to tell you."

"Faith. . ."

"Fine. She got bit by a vampire." It was the truth. Not the whole truth but enough of it.

Angel winced in sympathy. Vampire bites could be extremely painful. But he sensed that there was more wrong with Dawn than a simple injury. "Why was she acting so strange?" A thought struck him. "Did Spike d-"

"He's alive, Angel." Faith answered, her voice dipped to a whisper. "Unfortunately."

"I heard that."

"Damned super vampire hearing."

"Do you blame him for her injury?"

"Let me think a minute. . .uh, YES!" Then, she remembered her promise. Faith cast a speculative look at the stairs Dawn had fled up. She told her that she couldn't tell Angel anything, that didn't mean that he couldn't guess something. She wouldn't have broken her promise to Dawn and Spike would get the ass kicking he so richly deserved. "I just want him to be more careful. You know, control himself when he's around her."

"Faith, I admit that I'm not the biggest Spike fan, but sometimes members of my crew have gotten bit or even gnawed on by nasty or another during battle. There's nothing you can do in a situation like that."

"Oh, I think he could have stopped if he wanted too. Only he had the power to stop it."

"That isn't fair. He was probably fighting off other vamps."

"No, there was just the one. Only one vampire around and only one vampire bit Dawn."

"He didn't manage to stop it with only one assailant? Hmm. . ." Angel's forehead creased as he tried to imagine how that had enfolded. "Maybe he was focused on the perimeter, keeping other vamps from entering the area. When I. . . trained. . . him as a vampire I always stressed that to him."

"Uh-huh." Faith tried to tell him with her eyes that he should read between the lines.

"What are you trying to tell me?"

"The vampire that attacked Dawn was blond and he had an accent."

"It was one of those creepy Swedish vamps, wasn't it? They've been a thorn in my side since they relocated to L.A."

"No, the vampire was British." She opened her eyes wide, waiting for some recognition on his part. It never came.

"Is there something in your eye?"

"No!" Faith expelled a deep breath. "God, Angel, and you were supposed to be a real ladies man when you were alive. Even Xander would have probably figured it out by now. " He wasn't very good at decoding "womanspeak".

"Now you're insulting me by saying Xander's smarter than I am. Are you angry with me for some reason?"

"No! Yes! God, I give up." She walked away from him, towards the basement. "I'm going to go train. I feel the need to hit something."

"As long as it's not me." She gave him a dirty look before disappearing around the corner.

"Dawn?" Angel knocked gently on the door. "Are you in there?"

"I'm here." Said the small voice from within.

He opened the door. She was sitting in the middle of her bed, a small bandage on her throat. She looked so young and forlorn that it melted his heart. Not that he was ever able to resist her before. "Is there anything I can do?"

Tears started to stream down her cheeks at the sympathy in his voice and the concerned expression on his handsome face. He had always been able to soothe away any hurt, even the pain of what she thought were unrequited feelings for Spike."Give me a hug?"

"Anything for you." He went to her bedside and gathered her up in his arms, stroking her hair and listening to her snuffle against his shirt as she cried some more. "Is it really that bad?"

"Y-y-yes, it is." She said, sniffling in between. "B-b-but I can't t-tell you."

"Of course you can. You can tell me anything, princess. Anything." He cupped her chin and made her look him in the eye.

She took a calming breath. "Not this."

He looked guilty. "You might not need to. Faith told me everything."

"Faith told you?! She promised!"

"Now, don't get upset. I am a detective, Dawn. It wasn't really her fault, she couldn't' help herself. She unwittingly told me what I needed to know."

"Oh." Dawn said nodding, eyes wide. Angel's idea of getting information from a source was to beat the person or demon up. Cordelia and Wesley were the real detectives. "And she just told you everything?"

"Well, I had to persuade her." Angel flashed her a wolfish smile.

"And she didn't kick your ass?" She asked in disbelief.

"Of course not, I just. . .wait a minute. What makes you think she would win?"

"Come on, Angel, she's a Slayer. Superior strength, you know? Not to mention the street fighting that she picked up. She'd wipe the floor with you." Angel gave her a hurt look. "Er, I mean. . .it would be a close contest but she would win."

"It so happens that we didn't fight. I 'persuaded' her." He said confidently.

"You gave her money?"

"No, Dawn." He sighed in frustration. "She thinks I'm cute so she told me everything."

"No, she didn't. She would never do that to me, even for you." Her forehead crinkled. "She think's your cute?"

Angel blew on his fingernails and then buffed them against his shirt. "Yeah, she does."

"So are you two. . .?"

"What?" He grinned. "Together? Are you jealous?"

"Of course not." He widened his eyes. "Maybe a bit. Just like you are jealous of Spike. "

"Maybe a bit." He conceded. "The point is that she told me everything."

"No, she didn't!"

"Oh yeah?" Angel sat up straighter. "She told me that she thinks Spike is responsible for that bite on your neck."

"She did tell you!" Dawn wailed. "Faith promised me that she wouldn't tell you."

Angel's eyes darkened. "Why didn't you want to tell me?"Dawn ducked her head. "You know that I'm here for you, don't you? He leaned over and kissed the top of her head. "I'll always protect you."

"I know that. That's why I didn't tell you. I thought you'd kill Spike."

"Kill Spike? Isn't that a bit harsh?"

Dawn raised up to stare at him. "You think so?"

"Of course."

"Good. Glad to hear it. " Dawn continued to watch him curiously. He'd never liked Spike and had threatened to kill him on several occasions. Why the sudden change of heart?

"I mean it's not like he could help it." Angel said, thinking of himself in a combat situation. He was almost like a machine when he was fighting, living in the moment. He'd long ago made peace with his past and allowed himself to enjoy battling opponents. "The juices get going and all you can think about is the blood pounding through your veins."

"I guess it is a powerful urge."

"Absolutely." He sighed. "It's almost like a drug."

"A drug?" She repeated numbly.

"Sometimes even I can't help myself."

"You can't?" Dawn said, watching him closely.

"So you've occasionally. . .enjoyed. . . it?"

"A little." He shrugged. "It's what vampire's are programmed to do."

"But you don't actually. . .hurt. . .people? I mean they get bloody and you just happen. . ."

"To cause it? Yeah. I only rough up the humans though, I don't kill them. But the demons, that's a different story. There's nothing like moving in for the kill."

"The kill?" Dawn gulped. She knew he was talking about demons but he had a funny look in his eye. It was too Angeluslike to be comfortable. And he was feeding off of humans? What the hell. . .?

"You don't do it all the time though, right? The human thing. . .I mean."

He thought about Wolfram and Hart. "More often than you think."

"And you haven't actually. . .killed one of those attorneys, right?"

"Technically, no."

"Technically?! What does that mean?"

"I just locked them in the cellar, is it my fault they happened to get bloody?"

Dawn was horrified. Apparently, vampires. . .even the ones you had come to love couldn't be trusted. "I have to go now."

Angel frowned."Where?"

"Away. Where's Faith?"

"Downstairs."

"Great. I'll just. . .hang out with her. 'Kay?" Dawn stood up shakily.

"Okay." She was almost running to the door. " You alright?"

"Fine. Really. Fine. " She raced out the door.

Angel rolled his eyes. "Women."

Spike sat atop a dumpster smoking a cigarette and cursing under his breath. "You are such an idiot." He slapped his own forehead. "Bitin' the girl like that. What were you thinking?" Then kicked at the plastic he sat on savagely. "Thinking with your fangs never gets you what you want. With my bloody luck she's coming back with the older Slayer and Peaches so the lot of 'em can stake me."

"Meow."

Spike looked around but there was no one around.

"Meow."

"Listen up, lackbrain, I'm not some human who'll fall for that cat demon nonsense." There were demons who masqueraded as cats so they could gain entrance to their victims' houses. They often appeared on the human's doorstep as a poor starving feline begging for food.

"Meow." A white cloud jumped onto the top of the dumpster from the stack of boxes beside it.

Spike eyed it warily but then sniffed. "Ugh!" He fanned his face. "No demon smell but I do smell rotten fruit."

"Meow." The kitten that sat at his knee was white though its fur was scraggly and it was undernourished. It watched him with big blue eyes.

"You think it stinks too?"

"Meow."

"Is that all you can say?" Despite himself he smiled as the creature rubbed its snowy cheek against his pant leg. It started to purr and he let out a laugh. "Are you saying that you like me?" The kitten closed its eyes in answer. It trusted him. "What am going to do with you?" Then, he grinned. "You may be just the thing, kitty." Spike remembered that Dawn loved animals but her mother wouldn't' let her keep one. It always helped to have a present when you see a girl you've wronged. He used to give Drusilla rats wrapped in ribbons because she liked to snack on them but somehow he doubted that Dawn would enjoy them. He scooped up the kitten."Let's go see a girl."

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