DISCLAIMER: Since fanfic is perfectly legal, I'll just mention that I don't own these characters - even when I've stripped out the slayer/ vampire/supernatural stuff.

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"I can't believe your mom let you drive." Cordelia studied herself in the mirror.

"Who said she let me?" Buffy chuckled and pulled into a spot about three blocks from the party. "This is close enough. It should be safe here."

Cordelia rolled her eyes and opened the car door. She straightened her short, blue dress and flung back her long hair. Buffy walked up to stand next to her. Her green dress wasn't as short as Cordelia's but it still showed off her curves. They started up the street to the house.

A tall, good looking man opened the door when they got there. "Ladies, you are looking lovely this evening."

"Thank you. You are such a gentleman." Cordelia smirked at Cameron. Buffy snorted. Cameron stopped being a gentleman the minute he finished his second beer or when the other football players were around.

Cordelia noticed Harmony in the crowd. "Oh my god, where did you get that dress? I love it!" Harmony smiled while Cordelia made her way over.

Buffy excused herself from Cameron and walked over to a another group of people who were talking near the keg. She knew that Cameron wanted to date her, but she wasn't ready to date again. When Angel graduated in June, he told her that he was moving on to college and that he didn't think a long distance relationship would work. He was spending the summer in Los Angeles with his father, so they wouldn't see each other over the summer, either.

Buffy told Cordelia earlier that evening that she was going to enjoy herself at the party. She was done moping around. There were only two weeks left before her senior year started. He

* * *

"Evil Dead I, Evil Dead II, and Army of Darkness." Xander proudly held up the tapes.

"My mother is actually out of town this weekend, and we are going to spend it watching cheesy movies." William turned let Xander and Willow into his house.

"Hey - these movies are classics!"

"William is just upset, because there's some huge party this weekend and we're the only people in school not invited." Willow turned to William and smiled. "We wouldn't have any fun at those things anyway. This is much better."

"I know I enjoy being insulted by Cordelia." Xander rolled his eyes.

William nodded and sat down. He knew that they were right. Even if they were invited to one of those parties, they would either be ignored or picked on. They weren't the most popular kids in school. Actually, they weren't popular at all.

When William first came to Sunnydale, he was very withdrawn. Willow, shy herself, was instantly drawn to him. William warmed up to the redhead and Xander. Two years later, William had overcome some of his shyness. He still withdraws - especially when he's being picked on at school. Willow knows that he has a desire for more in life. One of the reasons he desperately wants to be popular is that he thinks they live their lives fuller.

"How much money do you have saved up?" Willow turned to face William.

"Almost two thousand. I'm taking a part time job this year at Rendans and should have three thousand by next summer."

"Will that be enough to go to England?" Xander asked.

William was happy to talk about his graduation trip. "It is if I stay with family most of the time. I really just need airfare and some extra money."

* * *

Buffy didn't drink that night. She wasn't going to risk getting into an accident with the car. She still had a good time, though, dancing, laughing, and talking.

"Did you hear about Angel?" Cordelia asked her while Buffy was driving her home.

"What about him?" Buffy bit her lip. If something happened to Angel, wouldn't she be the first one to know?

"He was driving home, and this kid got in his way and was killed. Then, the police say that he was driving drunk and arrested him." Cordelia shook her head.

"What?" Buffy gaped at Cordelia.

"I know. Luckily, he wasn't put in jail - he got probation. But the judge said that he had to go to AA, and he has to listen to these people talk about how their kid or whatever was killed by a drunk driver. Hey, the light's green."

"Oh." Buffy stepped on the gas. She didn't know what to think. She remembered that Angel was a heavy drinker. There were times when Buffy was afraid to get into the car with him. She didn't want to think that he had actually killed someone, though.

After Buffy dropped Cordelia off, she drove off in a dazed state. She lived in the more modest part of Sunnydale. She dressed like she had tons of money, though. Her father gave her a credit card after her parent's divorce. She went shopping every time her father had to cancel a visit. She ended up shopping a lot.

Buffy started to turn onto her street and was greeted with the blare of headlights. The car appeared in her lane and was coming straight toward her. It was too late to swerve out of the way. She slammed on her breaks. Her head whipped to the back of the seat and then forward into the airbag. By the time Buffy got over the shock of what happened, the other driver had driven away.

Shaking, she got out of the car. The front, right corner was smashed.

* * *

Willow, William, and Xander ran outside when they heard the crash.

"Buffy?" Willow approached the girl. She was staring at the car.

Buffy lifted her head and looked at the three of them. She burst into tears.

TBC - please review

"Are you okay? We should call the police. Did anybody get a license plate number? No, we should call an ambulance. Are you okay?" Willow babbled.

Buffy suddenly looked at Willow. "No, don't call anybody. I'm okay." All she could think about was that her mom was going to be very angry with her. She wiped the tears from her face. "I wasn't supposed to drive the car. My mom would find out."

"She'll probably want to know why there's a big dent and the airbag is deflated." Xander pointed to the car.

'Very, very angry', Buffy thought. Her lower lip started to quiver.

"Xander," Willow admonished him in a hushed voice. "She's not like the rest of them." She turned to Buffy. "Do you want one of us to drive you home?"

William stared at Buffy. She was one of the most popular girls in school, but he couldn't remember a time when she was mean to him or anybody else. Even when Xander had asked her out, she turned him down nicely. Not like Cecily at all. Buffy was almost sweet, and she looked like her dog had just died.

"I think I can still drive it." The damage wasn't bad enough to affect the wheel. Buffy walked back to the car and tried to put the airbag back into the steering wheel. It wouldn't stay in place.

"Uh..." Xander was stopped by Willow's glare.

"Wait." William ran into his house. A few minutes later he came back out with a roll of duct tape. "We can tape it to the steering wheel."

Buffy looked at him for a moment and then gave a small smile. "Thanks," she said taking the tape.

While she was taping the bag to the steering wheel, Buffy wondered what would have happened if she had had this accident in front one of her friend's house. They probably would have made comments about her driving skills. Even if it wasn't Buffy's fault.

After a few minutes of taping the airbag on the steering wheel, she numbly thanked them and drove home. William continued to watch her house at the top of the street.

"Let's get back inside." Willow gently tugged his arm towards his house.

* * *

She didn't come up with enough money. Her savings account had been emptied, cash had been advanced from her father's credit card, and she was still short a thousand dollars. The shop was holding her mother's car until she paid the amount that she agreed to a week earlier.

The only thing she had left was a ring that her parents gave her for her thirteenth birthday. She had looked through everything she owned for something she could sell. The only other things she had were clothes, and she knew they weren't worth much second hand. The ring was one of the last things that her parents had given her while they were still together. With tears in her eyes, she made her way up the street to the pawn shop.

"What's wrong?" Buffy looked up to see William standing in front of her. He seemed as concerned as he did the night of the accident.

"I have to sell this ring so I can get my mom's car." Buffy tried to walk past him. She didn't want him to know more about how she messed up.

William stepped in her way. "How much do you need?"

"I don't want to take your money."

William closed his eyes. "I can afford it. I'm not poor, you know."

"No, it's just that I don't know you well enough to borrow or take money from you." Buffy's eyes softened. "It wouldn't feel right."

"There's something you could give me in exchange. A service."

Buffy widened her eyes.

"No, no, not that. I want you to make me popular." Off her look, he continued. "You are popular. I could hang around you, and then I'd also be popular."

Buffy started to laugh and looked at him. At first glance, one would see a boy with floppy dark blonde hair, glasses, and unkempt clothes. Someone who didn't make eye contact with you and watched the ground. Except for Willow and Xander, he wasn't seen talking to anybody.

As Buffy looked closer, though, she realized that he wasn't bad looking. He had smooth skin and nice lips. Over the last two years he had filled out a little. He wasn't as shy, either. When he spoke in class, his voice didn't waiver as much as it used to.

If he could start over in another school - one where people hadn't know him two years ago, Buffy believed that he would be more popular. He was already labeled in this school. It would take someone popular to get his reputation changed.

"You'll need to change your look." Buffy reached up and removed his glasses. She took a quick breath. Without the glasses, she noticed that his eyes were a deep stormy blue. They seemed to look directly into her soul. No, he wasn't bad looking at all.

* * *

Buffy paid for the car repairs and had her mom's car safe in the garage. Her mother was going to be home from visiting her aunt the next day. She was glad her little sister, Dawn, was with her mother. She wouldn't have to worry about paying any kind of blackmail money.

Buffy decided that it would be easier for William to be accepted if they pretended that they were dating. If they insulted William, they would be insulting Buffy. Buffy didn't believe they would do that, so it would guarantee that William would be treated okay.

William showed up later with a bag of clothing. Buffy looked through it for any clothes that could be used.

"Your clothes aren't bad. If you just ironed them, they would be like what everyone else is wearing." Buffy continued to pick through button up shirts and khakis. She picked up a pair a black jeans. The tags were still one them. "You own a pair of black jeans?"

William nodded. His mother bought him the jeans, but he never wore them. He didn't see any of the popular kids wearing them, so he assumed they weren't in.

"When I'm done, you won't recognize yourself." Buffy handed him the black jeans and a red tshirt.

"Does I need such a drastic change?" William wasn't sure about this. "You said my clothes weren't bad - that they just needed to be ironed."

"Do you want to be a sheep or someone who gets my attention? A sheep may dress and act like everyone else, but the truth is, I find them boring. Someone who goes against the standards, in a cool way, is interesting." Buffy looked at his feet. "What kind of shoes do you own?"

"These." William said pointing to his Dockers. "A good pair to go with my suit. Some tennis shoes that I don't wear now that I don't take gym. Oh, and an old pair of Doc Martins that never wear."

Buffy smiled to herself. She knew exactly how she was going to change William. "Go home and put those clothes on and wear the Doc Martins. We're going to see my hairdresser."

* * *

"You nervous?" Buffy switched the phone to her other ear while she flipped through a magazine.

"A little. You don't think this is too much?" William looked at his reflection. She was right, he didn't recognize himself.

"No. I wanted to go further, but you didn't want to wear the leather duster. All Southern California, poo poo." She laughed. "You'll be with me, so everything will be fine. How are the contacts?"

"I've had them in since this afternoon, and they're still okay. They should be fine tomorrow."

"Good. I'll see you tomorrow." Buffy was looking forward to tomorrow. She had fun making over William. If he was truly accepted by her friends, she could hang around him more often.

TBC

"Dawn, quit staring." Buffy turned to face her younger sister.

"That's the guy who was cutting everyone's grass this summer?" Dawn was watching him pull into the driveway and park next to her mom's car.

Buffy looked at William. She hoped that she hadn't gone overboard with the makeover, as William feared. Was she correct that a change this big would draw positive attention? Maybe she just liked a little badness in her man.

"Buffy! Can you take your sister to school?" Her mom interrupted her thoughts as she rushed over to her car. "I'm running late, and you're both going to the same school this year, so..."

Buffy gaped at her mom, but then motioned Dawn to William's car. She still felt guilty for driving her mom's car two weeks ago. So far her mom didn't know about the accident. She was glad it happened in the middle of the night without the witness of her neighbors. Well, except for William, Xander, and Willow.

"Thank you for not arguing." Joyce said as she backed out the driveway.

Buffy suppressed a groan. She wanted to be cool the first day of school, not look like a mom-mobile. She looked over at Dawn, who was bouncing up and down with excitement, and rolled her eyes. She walked over to the window on the driver's side of William's car. "Is it all right if she rides in the back seat?"

***

Dawn ran to some friends after William parked the car. He looked around nervously and eyed Buffy. She seemed calm. But then again, she was always calm. 'Why wouldn't she be calm? She wasn't the one who had the big makeover,' he thought. She walked over and took his hand. A little shock went through his arm, and he closed his hand around hers.

As they walked through the campus, he saw Willow and Xander. He waved at them. Willow looked a little confused at first - then her eyes widened. She nudged Xander and he looked up in surprise.

"William?" Willow gawked at him after Buffy and William walked over.

"What did you do to your hair?" Xander started to laugh. William started to feel uncertain.

"You think it's too much? Buffy suggested it." William touched his hair and looked at Buffy.

Buffy looked into his eyes and smiled. She ran her fingers through his hair. "It really brings out your eyes and cheekbones." William's heart skipped a beat.

"Oh! You're dating now! This explains why you were so avoidy last week," Willow said looking at their clasped hands.

"How? Why?" Xander stopped chuckling and looked from William to Buffy.

"I just saw something in him after the accident two weeks ago." Buffy gazed at William. His breath caught when Buffy looked at him like that, but then he remembered that it was part of the act.

Buffy suddenly turned to Willow and Xander. "Please don't mention my mom's car to anyone. I don't want it getting back to her."

"Your secret's safe with us." Willow glanced at Xander. "Right, Xander?" After a pause, Xander nodded.

William realized that it was working. They believed Buffy's story. It wasn't that far from the truth, though. Buffy did see something in him - his money.

William noticed that Buffy was looking over at the red oak on the other side of the campus. Harmony was standing under the tree with her other friends, as they did every morning before school. Buffy told Willow and Xander that she would talk to them later. She squeezed William's hand. "Now the hard part."

William let himself be led away. His nerves started up again. All he wanted in high school was under that tree. His life was going to be different.

***


After Buffy and William left, Xander turned to Willow. "Do you think Cordelia can be in a car accident in front of my house?"

Willow rolled her eyes.

***

"Who's that hottie with Buffy?" Harmony gaped at the man who was currently holding Buffy's hand. He was the most gorgeous man she'd ever seen. His hair was platinum and gelled back with a slight curl that couldn't be tamed. He was wearing black jeans and boots. She could make out his muscular arms through his red t-shirt. Even from the distance, Harmony could tell that he had great cheekbones.

"New guy?" Holly quirked her eyebrow.

Buffy and William stopped in front of them. "Hey. You know William." Buffy raised their joined hands and lowered them.

Harmony was confused. The only William she knew was a geeky boy. This guy was anything but geeky.

"Harmony, it's the same William." Buffy smirked at her. Harmony wondered how Buffy knew what she was thinking. She looked closely at the guy and still didn't see any resemblance. 'Maybe Buffy is referring to a different William,' she thought. 'One I never met before.'

"Oh my God." Holly was hesitant. "He looks different."

'OK, well, Holly seems to recognize him,' Harmony thought. She was conflicted on whether to accept this new guy or not. On one hand Buffy, who was more popular than herself, accepted him. On the other hand, Cameron, Dodd, and Gage were looking at William with narrowed eyes. Holly seemed to be waiting until there was an agreement among the group.

Buffy took a deep breath and held her chin up. "Yes, I think he looks great now. He's so independent and cool. He does what he wants."

Harmony thought that maybe she should accept him and spoke up. "Well, he is good looking." Her face suddenly fell when she noticed Cordelia walking towards them. Cordelia was the most popular of all of them. Whatever she says, goes. Harmony decided to wait to see what Cordelia thought.

Cordelia stopped in front of William and looked him up and down. She slowly walked around him and took in his appearance.

"Buffy, whatever you did to William, I love it!" Cordelia gushed. Buffy smiled.

"How did you know it was William?" Harmony asked. She still couldn't see a resemblance, but if everyone else said that he was the same guy, then she would think it was the same guy.

"I recognized him." Cordelia turned to Harmony. "You have to see beyond the clothes." Harmony nodded. Cordelia could be so wise.

"You two coming to the party on Saturday?" Gage asked, looking at Buffy.

"Of course." Buffy looked at William and raised her eyebrows.

***

William was ecstatic. The moment Cordelia approved of him, everyone else was his friend. Every time he walked into a classroom, more than one person motioned for him to sit next to them. Even people outside Buffy's circle wanted to be near him. For someone who was usually ignored, this was a big change.

He knew it would be like this.

***

Xander watched Willow wave at William, who was at the Cafeteria entrance. William wasn't in any of Xander's morning classes, so he hadn't seen him since before school. William looked around before walking over.

"Hey." William fiddled with his notebook. "I'm actually waiting for Buffy."

Xander was disappointed. The three of them had always eaten lunch together.

"Well, you should eat with her." Willow smiled. "How was your day so far, being the boyfriend of Buffy?"

"Different. People I didn't even know came up and talked to me."

"That must have been weird. Oh! We're going to the Bronze this Saturday to see this new band. You wanna come?"

"Saturday? I'm going to this party with Buffy." William played with his notebook again. "The Bronze sounds like fun, though."

Xander remained silent as Willow talked to William about the party. Willow had spoken to him earlier about being sarcastic towards William. She told him that William needed to be happy with someone, and so he should be happy for him. He wanted to be, but he was afraid that he was going to lose his friend.

"William!" Buffy was calling William from the other side of the cafeteria. William gave Willow and Xander one last smile and headed towards Buffy. Xander stabbed at his lunch and was silent for the rest of the lunch period.

TBC

"I want to go, too." Dawn crossed her arms and looked defiantly at Buffy.

"No. We're shopping for William, not going to whatever stores you want." Buffy gave her sister a look. "And after what happened last winter, I'm not letting you go to a store by yourself."

William looked between the two girls. He could tell that they were sisters, but there were some differences. For one thing, Dawn, at fourteen, was already taller than Buffy. Her eyes were blue, Buffy's were hazel. She was also a brunette, while Buffy was a blond. Then again, William thought, Buffy may actually be a brunette, too.

Buffy had wanted to shop for clothes for the party the next day. He had already worn all his "cool" clothes to school during the week. She had suggested that they go to the mall after school. Buffy's plan was to drop Dawn off at home first.

Now, Buffy and Dawn were arguing. They were always arguing. Being an only child, William didn't know if it was normal for siblings to argue this much. He also didn't know personally many people with siblings. Willow and Xander, the two people he knew the best, were also only children.

"Fine. I'll just tell Dad you're using his credit card to buy your boyfriend stuff." Dawn smirked at Buffy.

Buffy turned to Dawn with a glare. William knew that he needed to say something before it got worse.

"Maybe she can help pick out clothes." William lightly laid a hand on Buffy's arm. Dawn broke out into a big grin.

"Fine." Buffy's eyes narrowed as she continued to look at Dawn. "But if you even think about stealing anything, I'm going to tell mom this time." Buffy, then, threw her book bag into the back of William's car.

William let out the breath he was holding. The fighting had stopped for now.

* * *

It was dark by the time they got back from the mall and dropped Dawn off at home. Buffy had wanted to help him with his new clothes, so she asked if she could go over to his house. In all truthfulness, she just wanted to spend more time with him.

"William, is that you?" a middle aged woman walked out of the kitchen towards them. "Where have you been? I was worried."

"We were at the mall. I'm sorry, I should have called you." William lightly pulled Buffy over to stand beside him. "This is Buffy."

Buffy gathered that the long-haired woman was William's mother. She carried herself with grace as she walked over to Buffy.

"You're Joyce Summer's daughter." His mother smiled at Buffy. She seemed to have overcome any worry that she had for her son. She turned to William. "So, this is the girl you dyed your hair for."

William looked to the ground, but he was smiling. "But you will always be number one," he looked up and said with a grin.

Buffy was amused as William and his mom continued to tease each other. He wasn't embarrassed by his mom like other teenagers, including herself. He truly wanted her to be happy and seeing the way she smiled at Buffy, she wanted happiness for her son.

He walked over to the couch. "We can look at the clothes, here," he said. Buffy realized with amusement that he didn't want to use his bedroom. Either his mother wouldn't approve, or he thought his mother wouldn't.

"I'll be in the kitchen if you two need anything." William's mother gave them both a smile before she left the room.

"What's this?" Buffy picked up a photo album that was on the coffee table. "Baby pictures?" She teased.

"Those are pictures of my old home in England." William sat on the couch and patted the seat next to him. Buffy took his cue and sat down. The album was filled with pictures he had taken of his old house and neighborhood.

"Are you going to go back someday?" Buffy asked as William showed her the pictures.

"I was going to next summer, but I probably won't have enough money." He continued to point out different pictures to Buffy.

Buffy turned to William. "You were saving the money for a trip back home?" She stopped his hand from turning a page. "I don't want you to give that up for me." She hadn't thought that he might have been planning on using the money for something important.

"I can go to Europe another time, but I only have one year of high school left." William looked Buffy in the eyes. "I want this."

"Are you sure? I can pay you back instead." Buffy looked at him, not sure if he was serious about the popularity, or still covering for her. "It might take me a while, but I'm sure I can..."

"No," he interrupted passionately. "Please, let me have this."

Buffy's heart skipped a beat at his abruptness. He really was doing this for the popularity, not just to help her out. Her guilt subsided, because he would rather have a new life with her friends, than the trip. Strangely, though, she felt disappointed.

* * *

Buffy stopped William outside his car, before they walked up the lawn to the party. She turned him to face her and attempted to loosen some of the curls he had flattened under mounds of gel. William closed his eyes to enjoy the feeling of her fingers in his hair. He never had a girl touch him as much as she did, and they weren't even dating.

After Buffy seemed satisfied with her work, she took his hand and lead him to the house. He was about to go to one of the parties that he only dreamed about. He could see what the popular kids did during school, but he really didn't know what they did when school was over. During this first week he had spent that time with just Buffy.

The house was full of kids. The circle that Buffy belonged to wasn't that big, though it was considered the exclusive group. When they threw a party, everyone that was even remotely popular came. William still wasn't sure how it worked out, just that Buffy's group of six people seemed to be at the top of the hierarchy. There were other popular kids at the school, but they weren't considered part of the clique. Many of them were just happy to be invited to whatever party the clique was throwing. He couldn't remember who was throwing the current party.

William followed Buffy's lead in the house. When she stopped to talk to a group of people, he did the same and hoped that whatever he said was cool enough. When Buffy went to get a soda, he also took one. He noticed that she wasn't drinking any alcohol, but other kids were. Nobody else seemed to notice, though.

"William, do you want a beer?" William turned to see Cameron holding two beers and smiling at him. William looked over at Buffy, and she shrugged her shoulders. William took one of the beers and sipped it.

"What do you think of the party, so far?" Cameron asked.

"It's great. I'm having a lot of fun," William replied. He winced, not sure if that was the cool thing to say. Buffy glanced at him, and then turned to Cameron with a big smile and talked about the party. William admired how at ease she was with people.

Later, she pulled William to a quiet hallway. "Relax. Just go with the flow and don't worry about what you say." Buffy smiled and squeezed his hand. "You're doing fine."

After that, William decided to just relax and enjoy the party. It was getting easier the more he drank. At this point, most of the other partygoers were pretty tipsy themselves. William had never felt so carefree. He was talking a lot more and to people he had never seen before. William, who usually stuck to the walls at school dances, was suddenly dancing with abandon.

* * *

Buffy watched William dancing and shook her head and smiled. She was glad that he was enjoying himself. After he stopped wincing or looking at Buffy every time he said something, it was easier for him to fit in. He also wasn't that bad of a dancer.

"Wow. How much has he had to drink?" Cordelia chuckled.

"About two beers." Buffy smirked at Cordelia. "I think he needed an excuse to let go."

"Buffy!" William called out to her and stumbled over. "I've never felt this great." He put a hand on her shoulder to steady himself.

"Wait until tomorrow morning," she said with a smile. She wondered if he would actually get a hangover. Cordelia was looking at him with an amused look on her face.

Buffy noticed that most of the party had left. Those that were still there, except Cordelia, were passed out or sitting in small, quiet groups. That was usually her cue to leave, since she never liked staying the night at these things. She suspected that Cordelia felt the same way.

"I think you need to drive." William's voice was slurred. "I'm drunk," whispered loudly.

"You sure are." Buffy patted him on the shoulder. She could hear Cordelia laughing as she walked William out the door.

* * *

Willow woke up the next day in a good mood. Last night at the Bronze was the most fun she'd had in a long time. The bass guitarist, Oz, for the new band had actually talked to her and Xander. She really liked him.

She thought that William would have had fun, too. Thinking of William, she wondered how much he enjoyed his party. She was also curious as to what happened at those things.

She glanced at the clock and saw that it was ten o'clock. It seemed late enough, so she decided to give him a call.

"Hello?" William's voice was mumbled.

Willow brightened when she heard his voice. "How was the party? Was it as fun as you thought?"

"Willow." William took a few seconds to answer her. "Can I call you back later today? I think I need to recover some more first."

Willow winced when she realized that she had woken him up. She decided to make a light joke out of it instead. "Oh, it was that fun?" William didn't answer her, and she wasn't sure if he was still awake. A little unnerved, she decided to end the phone call. "Okay. I'll talk to you later today."

Willow's mood was a little dimmed. He had never refused to talk to her before, even that time when he was sick with the flu. Maybe when he called her back, he would be more talkative.

Later that night, as Willow was getting ready for bed, she noticed that he hadn't called her back.

TBC

Buffy was happy. She had spent most of the previous day with William. Ever since the party on Saturday, he didn't appear to be shy anymore. He was openly talking to her now.

He had so many opinions on different subjects. She never had an intelligent discussion with anyone, except for talking to her mother about art (and that was more to appease her mom.) William made Buffy feel smart - like her opinions on things mattered.

She wondered if this is how William had spent time with Willow and Xander. She found herself a little jealous, which surprised her. Usually, she and her friends were the object of envy, not the other way around. Many people would love to be in William's place right now.

William had done a good job fitting in with her friends at the party. Buffy had even felt confident enough to leave him alone with some of the group. He had learned to not worry so much about what he was saying, and if he had nothing to say, to just keep quiet. That technique worked for him. It appeared that when he had something to say, it was important. Though, Buffy noticed, he hadn't actually brought up anything really important.

As Buffy and William walked towards the school, Buffy saw Willow and Xander first. Thinking that William wanted to speak with them, she led him towards his friends. She was finding that they were interesting, too.

"Hi!" Buffy stopped in front of Willow and smiled. "How was your weekend?"

Willow perked up. "It was great! We saw that new band - they're all students here. Oz, the bass guitarist even came over to our table afterwards. "

Buffy was happy for them. It actually sounded like a fun night. She continued to talk about the band and Oz. Even Xander interjected a few thoughts. She noticed, however, that William hadn't said anything and kept glancing around. She thought that maybe he wished he had gone to the Bronze,too and didn't want to talk about it.

Suddenly, William was tugging on Buffy's arm. She looked up to see Cameron and Harmony looking at them from across the school yard. Buffy waved and turned back to Willow to continue her conversation.

"We should probably go," William finally said. Buffy stopped talking and looked at him. He looked nervous. 'He's afraid to be seen talking to Willow and Xander', she realized.

"We'll talk to you guys later." Buffy decided that she'd explain to William later that he could still talk to his friends and be popular. Right now, she thought that they should go over to her friends before he became too nervous.

* * *

"He didn't say anything to me," Willow said sadly. "I thought that maybe he just forgot to call me back yesterday, but I think he just doesn't want to talk to me."

Xander looked at her downhearted face and grew angry. He didn't understand why Buffy talked to them, but for some reason she did. He knew that William was starting to feel too good to talk to them. William had almost panicked when he saw the clique and couldn't wait to get away from them. Just one week with Buffy's crowd and he was turning into one of them.

He didn't want Willow to feel worse, so he tried to cheer her up. "I'm sure he's just got a lot on his mind. They did come over here first."

* * *

At lunchtime, Buffy caught up with William before he entered the cafeteria. "You can still talk to your friends. It won't hurt your new popularity."

William just gave her a doubtful look. "You might be able to get away with talking to anybody here, but I have to be more careful." After a pause he said, "I don't want to give up my friends, but they aren't helping me."

"They're your friends! You can't just cast them off." Buffy saw the tormented expression on William's face. "Did somebody tell you to stop talking to them?"

William sharply looked at her. "It doesn't matter. If I want to truly fit in, I need to watch who I hang out with." He pushed by her and entered the cafeteria.

Buffy stayed outside the cafeteria for a few minutes. Just this morning, she was so happy with him. Now, he was dumping his friends for people who wouldn't have given him a second look if it hadn't been for her.

"Are you okay?"

Buffy looked up to see Cordelia looking at her with one eyebrow raised.

"I'm fine." Out of all her friends, Buffy knew that Cordelia generally cared about her. It was usually hidden, and most people just saw the shallow bitch. Even so, she wasn't going to explain her worries with William to her.

Deciding that she might as well eat lunch, Buffy followed Cordelia into the cafeteria. "Are you going to the beach party Friday night?" Buffy asked her, knowing well enough that Cordelia was going.

"Of course. I assume you and William are?" Cordelia turned to see Buffy nodding her head.

The beach parties could get pretty wild. Maybe it was the mix of alcohol, skimpy swimsuits, and a place that couldn't be trashed, Buffy thought. William was excited about going. 'At least he's happy,' she thought.

* * *

Buffy hadn't mentioned Xander and Willow since Monday. William was glad, because he felt guilty whenever he thought about them. He rationalized that they would understand and possibly do the same thing in his shoes. But if Buffy talked to him about it, he realized that what he was doing was cruel. He didn't want to think about that. He also didn't want to think about the disappointment he had seen in Buffy's eyes on Monday.

The sun hadn't set when Buffy and William arrived to the beach. Since it was still light out, some of the kids were swimming in the ocean. Others were setting up a bonfire. It was a private beach, owned by Gage's family. Someone's older brother had gotten them kegs of beer.

Buffy had suggested that he wear swimming trunks, since everyone eventually went into the water. He was glad that he had spent the summer cutting grass, thus getting a nice tan. William wondered what kind of swimming suit she was wearing under her clothes. He could barely make out the swimsuit under her white tshirt, but he could tell it was a dark color. He hoped it was a bikini.

"Do you wanna swim while it's still light out?" She asked him. He nodded his head, anxious to see her with just the swimsuit.

She looked at him for a moment and then walked over to an empty spot on the beach, where she dropped her things. After removing her clothes, his breath caught when he saw that she was indeed wearing a bikini. He thought she was perfect. Her blue bikini bottom settled low on her hips. She wore it with a matching top. She raised one eyebrow and then walked to the shore and dove in.

William quickly removed his t-shirt and sandals and followed Buffy into the water. She was swimming away from the shore, and he decided to follow her. It seemed that they were both pretty good swimmers.

"Buffy!" William said when he finally caught up with her. Every time he started to catch up with her, she swam harder. "Wait up."

Buffy started to tread water. She glanced at the party and back at him. She didn't say anything, but just watched him.

"Where are you going?" William was slightly panting from the swim. "The party is back there." He tilted his head towards the others.

"I'm taking advantage of the light and going for a swim. If you want to go back to the party, go ahead."

She was acting different, William thought, and he was worried. "It's not safe. There's nobody out here."

There was a small smile on her face. "Does that mean you want to swim with me? To keep me safe?"

"I'd rather you came back with me to the party." William thought he saw a scowl cross her face before she nodded and started to swim back towards the party.

* * *

Buffy was feeling annoyed. She knew that at least one of her friends had convinced William to stop talking to Willow and Xander. It had been bugging her all week, but she never said anything. When she arrived at the party, she was suddenly so angry that she needed to swim it off before anybody noticed.

The swim had calmed her down, but the anger was building up again. William was easily swayed by her friends. Since they were all drinking, it let William be less inhibited. He had gotten very drunk. What had been cute when he thought he was drunk last Saturday, now wasn't.

He was loud, he was daring, and it didn't help that he was encouraged by everyone else. At one point, Cameron had shook up a can of beer and sprayed it on everyone. Harmony had squealed. Not to be outdone, William had grabbed two cans of beer and did the same thing. When it was all over he ran his hands through his beer drenched hair until it was standing up straight. Everyone cheered.

Buffy had seen enough. He was acting just like the others. They had never bothered her before, and Angel had acted much worse when he was drunk. Maybe it wasn't that they were drunk - maybe she just now realized how mean they could be. Or maybe it was because she had known a better side of William - a side of William that she missed.

She walked over to the water to rinse the beer off of her. It was dark, so she wasn't going for a swim. She just sat down and let the waves lightly lap at her legs. After a while she was deep in thought, blocking out the sounds of the party.

Someone plopped down next to her, disrupting her from her thoughts. She turned to see William looking up at her from the sand with a big grin. The side of his face was covered in sand.

"Gage said I should try out for the swim team in the spring. I think I will, since it's too late to join the football team." He frowned. "Why are you over here?"

"I had to wash the beer off."

"I need to wash myself off, too," he slurred and began flinging his arms towards the water.

"William, sit up and I'll help you." The fact that William had actually left the party to come over to her, cheered her up a bit.

"Spike."

"Excused me?"

"My name is Spike now." Buffy just stared at him. "I decided it's a cooler name. The others are already using it." He pointed to the rest of the party.

Buffy couldn't help it, she started to giggle. "Why 'Spike'?"

"My hair. It stands up straight in spikes." William's expression changed to one of seriousness. "It's also sounds tough and people who hear my name will know that I'm bad."

Buffy stared at him. At first, it seemed ridiculous that anyone could mistake him for a real bad boy. But then, she remembered how he pushed his own friends away in order to be more acceptable by the in crowd. Then there was the way he was willing to do almost anything tonight to get the crowd's approval. If he thought being tough would get them to like him, he could be willing to do anything to keep up that image.

William must have misinterpreted her staring, because he suddenly sat up and had her pressed into the sand. "I like you, Buffy," he said.

"What are you-" Buffy was cut off when he pressed his mouth firmly against hers. Buffy immediately pushed him off of her.

Buffy had thought about kissing him before. There were many times when they were alone, and she wondered what he would do if she just gently touched his hair, his cheek, then leaned over and brushed his mouth with hers. However, Buffy was still confused about his behavior. She wanted to be reassured that he was still the same guy she wanted to kiss last week.

"I think I need to drive you home," Buffy said, refusing to look at him.

TBC

William walked past without a glance in Xander and Willow's direction. Xander was no longer surprised - this had been happening for the past month. Sighing, Xander glanced to the other end of the hall where Buffy was watching him. When he returned her stare, she hurried away.

"I refuse to call him 'Spike'." Xander paused. "Or I would if I ever got the chance to speak to him." Xander glanced at Willow for support. Willow was busy smiling at her new boyfriend, Oz.

She stopped smiling and looked at Xander. "I know. We've talked about this before."

"This is all Buffy's fault. If she hadn't started dating William, he wouldn't had thought that he was too good for us."

Willow ran a hand through her red hair. "I don't think Buffy had anything to do with this. She liked us. This is William's choice. I miss him, but I don't want to be around him if he'd rather be somewhere else."

The bell rang, and Willow left for her next class. Xander leaned against his locker and closed his eyes. He wished Willow was more concerned, but she wasn't as bothered by William's behavior. She was too busy with Oz. For once, Willow was enjoying high school.

* * *

"How are things between you and Spike?" Cordelia asked when she and Harmony had caught up with Buffy in the hall.

"Great! Why wouldn't they be?" Buffy forced herself into a cheery smile. She hadn't spent much time with Spike in the past month, but she didn't want her friends to think something was wrong.

"Well, for one thing, you never touch him or even stand next him," Harmony replied. "You aren't even around most of the time."

"I think you're mad at him," Cordelia said, blunt as usual. She slowly smiled and leaned in towards Buffy. "What did he do?"

Harmony leaned forward too. She was never one to miss out on gossip. Buffy realized that they thought he was living up to his new bad boy image. She was mad at him, but not because he cheated on her or whatever else they were envisioning. She was mad at him because he was now like the rest of her friends.

"I'm not mad at him." Buffy played with a strand of her blond hair. She abruptly turned away from them. "I need to get to class," she said before walking down the hall. She could hear Cordelia snickering as she made her way through to class.

She wanted to talk with William, or Spike as she was now calling him. She had felt uncomfortable being around him after he kissed her. The feeling was going away, and now she missed him. Yes, she was still mad at him for ignoring Willow and Xander, but maybe she could convince him to be their friend again.

That evening she went over to his house. She planned to ask if he wanted to study with her, and hoped that he would be home.

"Buffy." Spike seemed surprised to see her when he answered the door. He was wearing an old t-shirt and jeans and didn't look like he was going out.

"I was wondering if you wanted to study for the English test on Friday." Buffy held up her notebook and copy of Macbeth.

"Sure. I was about to do that myself." He held the door open for her. As she passed, he was giving her a strange look. "My mom's out for the next few hours."

"Okay." Buffy sat on the couch. She tried to think of something to say, without bringing up Willow and Xander. She planned on bringing them up later. "It's been a while."

"Been a while for what?" Spike brought over his notes and sat next to her.

"Since we've been alone. I miss our conversations."

Spike stopped looking through his notes and looked at her. "I've been busy."

"Yes, I know. Your new friends, studying, your job.."

"I quit the job. I didn't have enough time for it, and I really didn't need it." Spike shrugged and went back to his notes.

Buffy raised her eyebrows in surprise at that. "You've been spending most of your time with Cameron and the rest of them."

Spike shook his head incredulously. "It's part of being popular. In fact,
you should be spending more time with them. I've been seeing them more than you have, lately."

"I can tell," Buffy mumbled to herself. Spike narrowed his eyes.

"They are starting to ask me if there is something wrong with you. I don't know what to tell them."

"Just let them think we had a fight. It's will only improve your new image." She put her book down and turned to face him.

"I think you should hang around us more. Some people are getting the idea that I'm available."

Her heart skipped a beat. "What does that mean?"

"It means that someone might try to take me away from you."

"Who?"

"If you were around, you would know."

"I should go," Buffy said while standing up. "I was hoping-" She abruptly stopped and walked towards the door. "I'll see you tomorrow." She opened the door and left.

* * *

Dawn tugged down at the mini-skirt she was wearing. Why did the same skirt that looked nice on Buffy, make her look like a teenage prostitute? This was the last time she borrowed Buffy's clothes.

Distracted, she bumped into someone, and her books went flying onto the ground. She looked up and saw two older boys leering at her. She wasn't used to the carnal way they were looking up and down her body, and her cheeks reddened. She glanced around for help, but the rest of the students didn't seem to notice her as they hurried to class. Dawn attempted a dignified way to retrieve her books from the ground without letting her skirt ride up.

"Oh yeah, baby," one of them taunted. Everytime she moved, they laughed at her.

She got down to a kneel and started to pick up her books which were scattered everywhere. While reaching for one, she ended up facing away from them. 'Please, go away,' she thought.

She could feel someone approaching her from behind her, and she tensed. Would they do something in the middle of the school? There was a flash of white hair as the person started to pick up the rest of her books. She sighed with relief that it was Spike.

"Here." Spike handed Dawn her books. Slowly, he turned to the two boys. A small crowd had formed to watch. "You bother her again, and you'll wish you'd never met her," he threatened.

One of the boys straightened and took a step towards Spike. "What are..."

Spike narrowed his eyes and didn't back down. He was taller and broader than the boys. Compared to Spike, they were obviously children. After a pause, the two boys hurried away.

"Thank you, Spike!" Dawn threw her arms around him. Her sister's boyfriend was so cool, she thought.

"Don't let them get to you, Bit," he said.

* * *

Buffy had witnessed Spike rescue her little sister. Every time she was mad at him, he would do something like that and just confuse her even more. While helping Dawn, he wasn't concerned about popularity or his image, just protecting Dawn from a couple of Sophomores. She smiled.

As she walked towards her history class, she heard Cameron and Gage snickering. They must be picking on someone, she thought and rolled her eyes. This was another thing her friends did that she conveniently ignored last year. She walked towards their voices.

"Oh, no," Buffy said to herself when she saw them standing at the other end of the hall in front of Willow. Willow looked like she was about to cry. Buffy started towards them to put a stop to it, but a group of kids blocked her way. Through the crowd she could see Gage gestering while Willow continued to stand there.

Gage stepped back, and she saw Spike standing next to them. He wasn't laughing, just watching them. "Stop them, Spike," she said under her breath.

Cameron kept grinning at Spike and elbowing him in the side. Spike looked unsure and continued to watch them. Gage had taken Willow's notebook and was flipping through it, stopping every once and a while to laugh at something that Cameron said.

Spike finally said something that Buffy couldn't make out. Then, he started to laugh. Cameron and Gage joined in, and Willow covered her mouth with her hand. Buffy's heart sank. Time slowed down, and she didn't move from her spot in the hall. Numbly, Buffy could do nothing but watch Spike continue to make Willow cry.

"Leave her alone!" Xander's voice pulled Buffy out of her trance. He grabbed the notebook from Gage. Gage and Cameron snickered and walked away. Spike continued his display, but it wavered without the support of his new friends. He turned and left without noticing Buffy.

Buffy felt responsible, since Gage, Cameron, and Spike were her friends. She wanted Xander and Willow to know that she was sorry. Xander was comforting Willow when Buffy walked up to them. Xander looked up at her with a look of pure loathing. It went right through her heart and stopped Buffy in her tracks. She couldn't take the look on his face and hurried away.

* * *

Spike entered the bathroom stall and started to shake. He had never seen Willow cry before. That image and remembering the look of betrayal on Xander's face were now haunting his thoughts. It was if something possessed him and made him say those things about Willow's mother. Cameron and Gage were there, though, and he couldn't go against them. Once he made the first comment, he felt powerful. He craved the approval he got with their laughter. He had enjoyed it.


Pushing the guilt aside, Spike straightened and left the stall. He looked at himself in the mirror over the sink. For years he was either picked on or ignored and that has all changed. No longer would he be the one that was picked on, and he would never let that happen again - no matter what he had to do. He was cool now. He had new friends, and it was everything he wanted and deserved. He was happy, he told himself.

TBC

William entered the party with energy. Buffy had called to tell him to go to the party by himself. He was a little disappointed - surely she would want to go to Cordelia's party. As far as he could tell, she was the only one that Buffy still talked to on a regular basis. He was going to make the most of it, though. Everyone wanted to talk to him. The music was so loud that he couldn't make out what most were saying, but it didn't matter. Nobody came to these things for the conversation.

After dancing for a while, he relaxed on a couch away from the speakers and watched the crowd. He was getting used to being at the parties. When Buffy didn't show up, he was forced to deal with everyone by himself. This made him feel more independent. Maybe he really didn't need Buffy to be cool.

"Hi." Harmony sat down next to him wearing shorts and a tight shirt that left nothing to the imagination. "You all alone again? If I was your girlfriend, I would be by your side every second." Putting an arm on either side of him, she bent towards him so that her blond hair cascaded around the two of them.

Spike was hit with desire. For the past two weeks, Harmony had been coming on to him whenever Buffy wasn't around. He had always turned her down, because he wanted to be faithful to Buffy. But, except for the time she came over to his house earlier that week, she rarely spoke to him.

The more he thought about it, he wondered why he was refusing Harmony. He was popular now, and one of the benefits of being popular was making out with beautiful girls. Since Buffy wasn't going to do that, why shouldn't he go with the next best thing?

"What else would you do?" Spike lowered his voice to a husky growl.

* * *

"Buffy, you're here!" Cordelia opened the door to her house. The party was in full swing. Buffy had decided to come at the last minute. At first, she had planned on going, since Cordelia, whom she considered one of her better friends, was throwing it. But after the Willow incident yesterday, she was too angry to go. About twenty minutes ago, though, she changed her mind again. Spike didn't need to be alone with her friends. They were a bad influence, and she should be there to balance them out.

"Where's Spike?" She asked Cordelia after glancing around the room.

Cordelia smoothed the hair in her French twist and avoided Buffy's eyes. "I'm not sure. He was here earlier," she murmured. Buffy nodded and went in search for him. She thought that Cordelia was acting strangely, but she didn't have time to think about it.

As Buffy walked through the house, she noticed that everyone kept looking at her. Many of them were smiling, but some looked nervous. She asked people if they had seen Spike, and every one of them answered that he had just been there. She felt that they were not telling her something, which just frustrated her. They were talking among themselves and glancing at her whenever she wasn't in earshot.

She stuck her head outside the patio door, and didn't see anybody there, so she decided to check the bedrooms. She had already checked the hall bathroom. Cordelia's parent's bedroom was on the first floor, so she decided to check if he was using the bathroom in there.

The bedroom was away from the party at the end of a quiet hall. When she tried the door, it was unlocked. She took that to mean that nobody was using the room, so she entered the room. She was wrong. Spike was in the room with Harmony - in the middle of a passionate kiss. He was shirtless, and his hand was under Harmony's shirt. They hadn't noticed Buffy.

Buffy slammed the door close. "Spike!" Buffy exclaimed, making Spike and Harmony jump. Spike pushed a surprised Harmony away from him. He quickly grabbed his shirt and put it on.

"Buffy! How did you get in here?" Harmony was hurriedly straightening out her clothes.

"I used the door, you idiot," Buffy was starting to see red. She glared at Spike. "Why?"

For a moment, Spike looked regretful. He opened his mouth to say something, but then shook his head. "Why? Harmony's treated me more like a boyfriend than you have in the past month. You can't expect to remain frigid and ignore me, and think that I'll stick around." He glanced over at Harmony with a smirk, and she raised her eyebrow and smiled back at him.

"Asshole." Buffy turned and opened the door. Half the partygoers were standing outside the room. They all had huge smiles, and Buffy knew that they had heard every word. For a moment, she considered telling them the truth about her deal with Spike. He would be humiliated, just as she was humiliated. She decided against it, though. Let him have his popularity.

* * *

"Buffy, wait!" Cordelia caught up with Buffy as she hurried towards the front door. "What happened?"

"As if you don't know!" Buffy tried not to cry, and she wiped away the few tears that escaped.

"No, I don't. Okay, I know he went with Harmony somewhere and they were pretty cozy, but I don't know what you saw or what everyone else heard." Cordelia knew she should have told Buffy the minute she arrived. Whatever she saw, must have really hurt her. She lowered her voice. "Do you want to talk about it? We can go somewhere quiet." After a moment, Buffy nodded.

Cordelia lead her to her father's office, which was locked so that no one would disturb it. She sat down on a leather sofa and waited for Buffy to begin talking.

"He was kissing her," Buffy sniffed. "I don't know why it hurts. I wasn't.." She suddenly stopped talking and flopped onto the sofa.

Cordelia handed her a tissue. "You weren't in love with him?" She asked gently.

"I don't know."

Cordelia paused. "You know what you need? New shoes. Tomorrow, we'll go to the mall. Nothing cheers up a girl more than a new pair of Pradas." Cordelia grinned when she saw a small smile appear on Buffy's face. "And then you'll need clothes to go with them."

* * *

Cordelia was right, Buffy thought. The new shoes did cheer her up, though they put a dent in her father's wallet. They were looking over the railing onto the people walking one the floor below.

"Buffy."

Buffy turned to see a tall, brunette man. "Angel!" She didn't expect to see him in Sunnydale. He was as good looking as he remembered, but he appeared more subdued, with his dark clothes and somber expression, than the last time she saw him. "What brings you back to Sunnydale?" She looked over at Cordelia, who had a surprised look on her face.

"I came back to-"

"Angel!" Cameron, along with Gage and Spike, were heading their way. Buffy's heartbeat jumped at the sight of Spike, even though she was still mad at him. He was staring at Angel, but Buffy couldn't tell what he was thinking. "You're back!" Cameron slapped Angel on the back. Angel gave Cameron a small smile.

Buffy calmly looked at Spike. He kept giving her looks and then quickly looking away. She glanced at Angel, and noticed that he was looking at Spike.

"This is Spike," Gage said, introducing him to Angel.

"He was William last year." Buffy raised her eyebrow at Spike. Recognition appeared in Angel's eyes and he nodded.

Cordelia put her hand on Angel's shoulder. "They're having a little fight." She motioned to Buffy and Spike. Angel's brow wrinkled in confusion. "Oh, you don't know about them being together?"

Buffy knew that she should have been upset with Cordelia for telling Angel that she was with Spike, but she found that she didn't mind. She was more worried about what Spike thought about Angel and herself.

"Man, you should see him at parties. He'll do anything. And last week, he - what was it that you called Xander?" Gage looked at Spike. "Whelp. That's it." Gage and Cameron started to laugh. Spike smiled a little.

Angel looked from Gage to Spike. "Congratulations. I guess this makes you one of us."

"Well, since you graduated, someone had to take your place," Spike smirked. Angel frowned.

That was possible, Buffy thought. Spike was becoming more like Angel, or at least how Angel was last year. Wanting some space, Buffy headed towards a quiet bench a few shops away and sat down. She began to evaluate her life. Everything was changed. What was once important wasn't, and what used to be unimportant, was. The more she thought about Spike and how he changed, the worse she felt. It was a combination of guilt, anger, and something else she couldn't place.

Angel walked towards her. "Are you alright?" Buffy was so worked up about Spike, that she had completely forgotten about Angel. A few months ago, she would never have let thoughts of Angel leave her mind, especially if he was nearby.

"I'm fine." Buffy closed her eyes and covered them with her hands.

Angel sat down next to her. "Popularity is a funny thing. It's supposed to mean that everybody likes you, but some people who are considered popular are so ugly on the inside. Why would other people like them? They don't. They just want to become them." Angel glanced over at Buffy. "It's the power."

"Spike is only popular because I made him popular." Buffy put her hands on the bench and glanced at Spike. He was still with the rest of the group next to the railing. "Everyone just accepted him. He didn't do anything special. Now, it's gone to his head."

"It's not worth it. Losing yourself to that power. The things I did.." Angel trailed off and stared off into space. He suddenly looked at her. "You love him. That's why this is bothering you."

Buffy shook her head in denial, but stopped with a sigh. "I don't know. I just realized how horrible my friends are. Spike used to be so sweet, and now he's..he's like you used to be."

"He's not that bad. He looks unsure. I was never unsure."

"You were always drunk. Alcohol helps in that department." Buffy saw the pained look on Angel's face. "I'm sorry. I shouldn't have brought that up." She paused. "Cordelia told me."

Angel slumped against the bench. "I came back to apologize to my parents."

"How did it go?"

"I haven't talked to them yet." Angel turned to look at Buffy. "Why did you and Spike have a fight?"

"I caught him making out with Harmony last night." Buffy played with the handle on one of her shopping bags. "Plus, he's been acting like a jerk."

"He choose Harmony over you?"

Buffy glanced back at her friends. They were too far away to hear what she and Angel said. "We aren't really going out. We had a deal and my end was to make him popular. I thought pretending to date would make it easier. He didn't choose Harmony instead of me. He never had me."

"And yet, you were hurt by this."

"I did like him, at first. When he got some self confidence, I thought I could be happy with him. But.." Buffy stared off into space. "But he wants to be popular so much, he's always with the rest of the group."

"So, you're jealous that he'd rather spend time with them than you."

"What? That's-" Buffy smiled a little and shook her head. "Maybe that's part of it," she admitted.

"Maybe you should talk to him."

"I tried that. It didn't work."

"Why? Did you run off the minute things became uncomfortable?" Angel looked at her pointedly.

Buffy gaped at him, then nodded. She tended to avoid things when they got too hot. "I used to run from you all the time. Not physically, but I would tell myself that everything was fine so I wouldn't have to deal with it." She paused. "Maybe the accident with your mother wouldn't have happened if I had spoken up sooner."

Angel shook his head. "I wouldn't have listened to you, so don't blame yourself. I needed something big, like being kicked out of my house, to force me to straighten up. You did keep me from driving drunk by driving me home many times." Angel slowly smiled. "Though, I'm not sure if that was any safer."

Buffy smiled back at him and shared a soft laugh. She was feeling better, and everything was looking brighter. She just needed to stop running away and confront Spike.

TBC

The driveway was empty when Spike walked up to her front door. Buffy had said that she wanted to see him later that night. Spike didn't think that she was still mad about Harmony. Or maybe she wanted to wail on him in private. He was prepared either way. He stood for a while in the glow from the outside lamp before ringing the doorbell. The chime was faint, followed by footsteps and the creak of the door opening.

"My mom and Dawn are visiting my aunt this evening, so we're alone." Buffy motioned him to enter.

"Okay." He looked around at the simple decor in her living room. "What did you want to talk to me about?"

"Do you want something to drink?" Buffy abruptly walked towards the kitchen.

"No, thanks." Spike followed Buffy and sat down on a stool at the kitchen table. He drummed his fingers on the table as he waited for Buffy to speak.

Buffy looked up from the refrigerator with a can of diet soda in her hand. She took a sip and sat down next to Spike. "Do you miss Willow and Xander?"

Spike's fingers stopped moving and he looked at her. He wasn't expecting that.

"They've moved on," he said, avoiding the question.

"I saw what you did to Willow last week," Buffy said staring at her soda. "That was the reason I wasn't going to go to Cordelia's party. I was so mad at you."

Spike's heart jumped. He had been able to push the guilt aside, because he hadn't had to confront it. Now, Buffy was forcing him to think about it again.

"I have to go along with Cameron and Gage."

"No, you don't," she interrupted. "I'm the one who made you popular, not them. You don't see me making fun of people."

"It's different for you."

Buffy slowly rotated the soda can. "Cameron and Gage only picked on Willow because she used to be your friend. They had left her alone before you joined the group. They're not nice people."

If Spike didn't know better, he'd think that she didn't like them herself. But she belonged with them. She was popular. They were popluar. It had been that way since Spike moved to Sunnydale three years ago. It didn't make any sense.

"Then why are they your friends?" Spike paused to rest his head in his hands. "You don't know what it's like to be on the outside. I don't want to go back there."

"Why? You had good friends. They truly cared about you. What do I have? Cordelia is the only one who cares, but there are things I could never tell her. You could tell Willow and Xander anything and not worry about what they thought about you."

"But nobody looked up to me." Spike shook off the guilt that started to build up inside him. "A girl like Harmony never would have wanted me." Spike watched as Buffy's expression darkened . Good, now they were getting to an argument that he was prepared for.

"If you really wanted to date her, we could have staged a breakup. You humiliated me."

"Really? How do you think I felt when you were getting cozy with Angel yesterday?"

Buffy gaped at Spike. "We were just talking! I didn't have my tongue down his throat."

"Well, Harmony isn't an ex I never got over." When Buffy shook her head, Spike continued, "I'm not stupid. I know the main reason you wanted to pretend to date me was to keep Cameron away."

Buffy spun her chair away from Spike. "You don't know me at all."

Spike grabbed the arm of Buffy's chair and turned her back to him. "How can I? You're never around!"

"If you were worth being around, I would be around." Buffy crossed her arms over her chest.

Spike felt like she had punched him in the gut. What had happened? She used to like him. But that was when he was doing what she wanted, he told himself. He pushed himself off the stool and stalked over to the front door and flung it open. He didn't want to talk to her.

Spike paused in the doorway and looked out at the quiet street. Why did he sometimes feel like throwing everything away just to make her happy? Why was she so unhappy anyway? This makeover was her doing. Closing the door, he turned around and walked into the kitchen. Buffy wasn't there. Thinking that she must have gone upstairs, he slowly climbed the stairs to check out the second floor. Buffy was at the end of the hall facing away from him. He walked up to her and laid his hand on her shoulder.

Buffy jumped and sharply turned around. "I thought you left."

"We need to chat this out. I think I know what the problem is," Spike said as Buffy raised an eyebrow. "You once said that you didn't like sheep, but you wanted me to be a certain type of person. Since I'm my own man, you can't handle it."

"Hah!" Buffy laughed. "Your own man? You are a sheep. Cameron says jump, you jump."

Spike kept his temper in check. "I do what I want!"

"Those things you did to Willow, were they what you wanted? Are you really like that?"

"I told you that I had no choice!" Spike exclaimed, while Buffy smirked.

"Sheep."

"I'm not a sheep!"

"Baaa!" Buffy replied.

"What?"

"Baaa!"

"Stop that."

"Baaa! Baaa!"

With a growl, Spike grabbed her by her arms and pulled her against him. Buffy lifted her chin in defiance and opened her mouth to say something, but Spike covered her mouth with his own. All the anger, guilt, and unresolved feelings he had for Buffy went into the kiss. She immediately pushed at his shoulders. Her efforts died down, and Buffy grabbed his hair to pull him closer to her. One of them moaned. Spike backed Buffy against the wall. He could feel the softness of her body, and how it seemed to mold against his.

His right hand let go of her upper arm and began to trail down the soft skin of her arm. Buffy pushed him away from her, and he groaned in protest. Moving towards him, she reached up and pulled his face down to kiss him again. He vaguely realized that she was moving him somewhere. His legs were stopped by a soft surface, and with a final push, he fell back on a bed. Buffy immediately followed and sat on top of him. When she pulled her shirt off, and he saw her naked breasts, his mind cleared. He realized what she wanted to do.

"Buffy." His voice seemed to stop her movements. She had a surprised look on her face as she glanced at her shirt in her hands, the bed, and finally himself.

After what seemed like an eternity, she spoke, "I don't want to stop." She threw her shirt to the floor.

"I've never.." He was afraid that he wouldn't know what to do.

"It's okay." Buffy reached down and kissed him. This time it was softer and a little hesitant. She stopped and glanced at him. He gently held her face and reached up and kissed her again.

"What are you thinking about right now?" she breathed.

"You and how beautiful you are." Spike brushed his hand across her breast. Buffy took in a quick breath of air and smiled.

He removed the rest of her clothes, and she did the same to him. He thought she was beautiful at the beach the other week, but to see her completely naked took his breath away. The pleasure he felt wasn't only because he had never seen a naked woman in person before. He knew it would have been different with another woman.

Buffy guided his hand to her body and showed him how she wanted to be touched. Spike was in awe at the sight, feel, and sound of her. He wanted to make sure that he made up for his inexperience, so he did everything she asked. He even improvised some, and when her reaction was positive, he was pleased.

Smiling, Buffy pushed him to lie on his back and reached over to her nightstand drawer. She came back opening a condom. Spike gulped. She put it on him and lowered herself on him. He had never felt anything so good before. It was tight, hot, and completely surrounding him. As she began to rise and fall on him at a steady pace, he could do nothing but watch her with his mouth open. It was slowly driving him wild. At one point, he couldn't take it any longer, and flipped them over. He thrust into her at a faster pace. He heard her cry out and felt her tighten around him. His mind was exploding, as he quickly followed.

* * *

Buffy glanced at the clock and lightly shook Spike, who was sleeping. "My mom will be back soon. You need to go."

Spike looked around the room and smiled. "Okay." He touched her hair. Buffy smiled and softly kissed him.

She watched him get dressed and slipped on an old pair of sweats. He was being sweet, and maybe she finally got his mind on her and not being popular. At least, he shouldn't think of Harmony anymore, she thought. There was already a lot of damage done to Willow and Xander, so it would probably take awhile to get them to forgive Spike. That is, if he wanted to be their friend again. She hoped that he would.

It wasn't that she had planned on using sex to get him to be a better person. At first, she was lost to the sensation of kissing and touching him. But, the thought had crossed her mind that if he really enjoyed it, then he would want to please her - and it would please her greatly if he wasn't a jerk. So, she took it further than she probably would have otherwise.

She didn't regret it, though. Spike was very good. Angel hadn't liked it when she tried to get him to do anything differently. In his mind, since she was a virgin when they started dating, he knew more about sex than and "knew" where to touch her. It wasn't that he was bad, he just wasn't as ready to please as Spike was.

She wasn't sure how this would change things between her and Spike. She just hoped that it would be for the better.

* * *

Joyce was tagging and sorting the pieces from a new shipment that had arrived at her small gallery. Buffy was in a very good mood last night when she and Dawn had gotten back. She suspected that William must have done something to please her. They had been fighting. Buffy had never said anything about a fight, but Joyce could tell. Buffy had been moody for the past month. The bell to the shop door interrupted her thoughts, so she went to the front to see to the potential customer.

Mary Pearl, one of her neighbors, was looking at a painting. "Joyce, I've been by this place so many times, but I never got around to seeing what was inside."

"Do you see anything you like?"

Mary picked out a painting and Joyce wrapped it for her. "How's Buffy? Was she hurt badly in the car accident?"

"What accident?" Joyce had just seen Buffy that morning, and hadn't heard from anybody about an accident that day.

"From over a month ago. When another car hit hers and drove off." Mary paused. "I didn't help her because Anne's son, from across the street, went out to help her. Then she drove the car home, so I didn't worry about it.She didn't tell you about it?"

"No, she didn't. I didn't notice any dents in the car." Joyce was a little angry, now. Buffy must have driven the car when she was out of town.

"She must have gotten it fixed, because there was a huge dent in the car."

Now Joyce was curious as to where Buffy got the money for the repairs. She was going to have a little talk with her eldest tonight.

TBC

"Oh God." Harmony widened her eyes and frantically grabbed Cordelia's arm. Cordelia saw Buffy and Spike holding hands across the school yard.


"Looks like they kissed and made up." Cordelia bit her lip to prevent her from laughing at Harmony's hysterics.


"Buffy's going to kick my ass!" she whined. "She won't stop until I've been beat!"


Buffy doesn't seem too upset, Cordelia thought as she watched her talking to Spike under the tree. She started towards them, but Harmony stayed glued to her spot. Cordelia grabbed her arm and dragged her over.


* * *


Spike never noticed how beautiful Buffy looked in the sunlight. Last night was a revelation. He'd always been attracted to her, but now he thought it might be more than mere attraction. He didn't want to hurt Buffy ever again, so he was worried when he saw Harmony walking towards them. Actually, it looked like she was being dragged over by Cordelia. Still, he didn't want Buffy upset.


"Hi! You two look like you're in a good mood," Cordelia greeted them happily. "Don't you think so, Harmony?" She nudged Harmony.


Harmony nodded while watching the ground.


Buffy smiled at Cordelia. "Spike and I've been talking about things." She raised an eyebrow at Harmony.


The first thing Spike noticed was that Buffy was treating Harmony like she always had. Granted, it wasn't warm, but Buffy had never been warm to Harmony. He felt relieved that Buffy was putting the past behind them. Not wanting to rock the boat, though, Spike decided not to speak to Harmony.


"Spike, where were you last night? You missed out." Cameron called out. Spike turned and saw Cameron and Gage walk over.


Spike's face began to feel warm as he thought about what he was doing the night before. Buffy was looking at him with a small smile, and he gave her hand a squeeze.


As much as he loved the night before, though, Spike still wanted to know what Cameron and Gage did. He wanted to know if they were mad at him for not being home. "What did you guys do?"


Cameron opened his mouth to speak, but Buffy interrupted him. "Spike, I have to go do that thing we were talking about last night. Do you want to help me with it?" Buffy tried to tug Spike towards the school.


What is she talking about? Spike wondered. She can't mean sex - they were at school. Cameron had an annoyed look on his face. Buffy's face was expressionless, but at least she didn't look angry. He decided to compromise. "I haven't talked to Cameron or Gage yet. Couldn't we do it this afternoon?"


Buffy's face fell. "I wanted to do it this morning." Buffy started to walk towards the school. "Stay here, I don't care."


Damn it, now she's angry. Maybe he should go after her.


"Jeez, what's her problem?" Cameron shook his head, watching Buffy walk away.


Gage narrowed his eyes. "Yeah, she needs to stop being a bitch."


"She's not.." Spike started to say, but his words died out. He could make up to Buffy later. If he made Cameron and Gage mad, he wasn't sure how he could get out of that.


Gage and Cameron exchanged a look. Gage looked past Cameron and grinned.


"Look our favorite couple is here. We should go over and say hello." Gage pointed to where Willow and Xander were walking towards the school building.


"Guys, leave them alone." Cordelia rolled her eyes. "It's really childish."


"I remember not that long ago when you told Willow you were glad she saw the softer side of Sears," Cameron laughed. "We're not doing anything that you haven't done."


"Well, I've matured since then." Cordelia crossed her arms over her chest.


Cameron and Gage were quiet for a minute. Then Cameron pushed himself away from the tree and started towards Willow and Xander.


"Well, those of us who aren't geek lovers," Cameron eyed Cordelia, "come with me." Gage immediately followed.


Harmony hesitated, looking at Cordelia, who remained standing under the tree, before running towards the school. "I forgot..something."


If Spike followed Cameron and Gage, Buffy would be even more angry at him. If he didn't follow Cameron and Gage, they would be mad at him. Why did Harmony have to use the only excuse to get out of this?


"Spike, you coming?" Cameron turned around to face Spike. Maybe if he went with them, but didn't participate, it would be okay. Besides, Buffy was inside. She may never find out. Spike looked around the schoolyard to make sure Buffy wasn't outside before he walked towards Cameron.


Gage and Cameron stalked towards Willow and Xander. The two were sitting on a quiet section of the broad stairs that led up to the school and laughing about something. Xander noticed Cameron, Gage, and Spike. He alerted Willow by indicating to the group with his chin.


Willow and Xander stood up. The three had formed a circle around them, so they tried to get past Spike.


"William, let us through," Willow said firmly. Seeing Willow, reminded Spike of what he used to be like, and what he enjoyed now. He wasn't going to to risk his popularity, no matter how much it hurt her. Clenching his jaw, Spike remained where he was.


"Hey, we just have a few questions we want to ask," Cameron said to Willow with a phony smile. "When a friend rejects you for people who are actually cool, is it worse than when your mother rejected you?"


"Leave her alone," Xander clenched his fist.


"What about you, Xander? Does having a friend dump you hurt more or less than having a father wish you weren't his son?" Gage laughed.


Xander blanched. "Move!" He tried to push his way by Spike. Spike instinctively pushed Xander back. This was the beginning of a fight. Xander punched Spike. Spike was not going to let Xander, a geek, win. He was better than Xander, now. Desperate, he punched Xander, and the fight proceeded down the stairs. He was vaguely aware of Cameron and Gage watching. At the bottom of the stairs, Spike threw himself on Xander and pinned him down.


"You can't beat me. I'm better than you, now!" Spike pushed himself off of Xander.


"Are you?" Buffy quietly asked. Spike hadn't seen her join the crowd that had gathered to watch the fight.


The anger he was feeling was replaced by the fear that this time he went too far. Spike immediately went to Buffy and tried to touch her shoulder. Buffy shrugged him off. She appeared sad. His gut clenched with the thought that he had hurt her.


"You knew that I didn't like you picking on them. Now, it's become fist fights!" Buffy's voice became loud for a second. Suddenly, she spoke in a low voice again, "I thought .. I thought that you wouldn't want to do that anymore. I guess I'm just stupid."


Spike reached for Buffy again, but she walked away from him. She took a couple steps until she was above the crowd. She turned to face them and spoke loudly. "Spike is a fraud. He paid me to hang out with him, because couldn't be cool on his own."


There were loud gasps in the crowd as Spike's whole world crashed around him. The only thing he felt was the sting where Xander had punched his chin. Buffy was looking at him coldly. Xander and Willow sadly smiled and walked away.


Cameron gaped at Spike. Then he started to laugh. Gage laughed, too. Spike thought he could turn the whole thing into a joke and started to laugh, too.


"Shut up, geek!" Cameron seethed at Spike. Spike immediately stopped and felt scared. "I can't believe I hung out with you." With that, Cameron turned and walked into the school. Gage followed.


Spike stood in the middle of the crowd, staring at the door that Cameron had used. Maybe this was a bad dream, and he would wake up any minute. He looked to Buffy, but she was walking away from him. For some reason, that hurt even more than Cameron walking away.


"Spike?" Spike looked to see Oz. Suddenly, Oz punched his left jaw. "I was on the phone all night Friday, listening to Willow cry about you. I was left with a very strong urge to hit you." With that, Oz left, and Spike realized that it was not a dream.


The crowd started to chuckle. They were all pointing and laughing at him. He had to get away and hurried to class. As he walked to the school, they laughed harder. The whole school, it seemed, was against him.


* * *


Cordelia had overheard Buffy reveal the truth about Spike. She was shocked. She could have sworn that Buffy saw something in him. She guessed, it must have been all about money. But if that was true, she thought, why did Buffy look so upset? Cordelia walked over to her.


"Are you okay?" Cordelia laid her hand on Buffy's shoulder. Buffy didn't acknowledge Cordelia. After a moment, Cordelia asked, "Why?"


Buffy turned to face her and opened her mouth to speak.


"Buffy!" Harmony ran up to Buffy and pulled her away from Cordelia. "I heard about Spike. Why didn't you tell us? Oh my God, I made out with him. Eww! Oh! Now I understand why you were so upset then! I thought you were just jealous, but you just didn't want me to lower myself with him!"


As Harmony continued to ramble, Cordelia noticed that Buffy was more and more pale. She remembered the way Buffy reacted the other night when she caught Spike with Harmony. That was out of jealousy and betrayal.


"And then you wanted to make sure I didn't end up with Spike again, so you held his hand to make me think he wasn't available! You're such a great friend!" Harmony hugged Buffy tightly.


Buffy made a small sound that sounded like a sob. Harmony didn't seem to notice, and continue to explain how horrible it would have been if she had gone further with Spike.


"Harmony, shut up." Cordelia pulled Harmony away from Buffy.


"I'm late for class," Buffy said quietly before walking back to the school.


* * *


All day Buffy overheard students talking about Spike and how uncool he was. Hypocrites, she thought. He's the same guy that was cool yesterday. She hadn't seen him all day. He was probably avoiding everyone. Well, she was avoiding everyone, too. She had skipped lunch and sat in the library so she didn't have to see anyone. The day was horrible.


This was for the better, she thought. Popularity was not good for him. Just like Angel needed to be kicked out of his parent's house before he could change, Spike needed to be kicked out of the group. He was hurting people - he deserved this. But, he was all alone now. The whole school was laughing at him, and she doubted that Willow and Xander wanted to talk to him, either. And who's fault was that? If Spike hadn't become such a jerk, he would have friends right now. But if she hadn't made him popular, he would have friends right now, too, she thought.


As she closed her locker, she realized that she and Dawn didn't have a ride home from school. She wasn't going to ride with Spike. She had been getting a ride from him since they started the agreement, even when she was mad at him. Dawn had chatted enough that Buffy hadn't had to say anything.


She and Dawn could probably walk. It was only a few miles to their house, and it was a nice day. She really didn't want to explain to Dawn why they were walking home.


It turned out that she didn't have to explain anything to Dawn. News traveled through the whole school, including to the Freshmen. Dawn didn't seem happy.


"He's not popular anymore, so we can't be his friend?" Dawn asked as they walked home. "I liked him."


"It's more complicated than that." Buffy sighed. "He wasn't very nice."


"He's nicer than your other friends." Dawn shifted her books in her arms. "At least Spike talked to me."


"I know."


A car pulled over to where they were walking. "Buffy?" Willow asked from the passenger side of a convertable that Xander was driving. "Do you two need a ride? We live in the same neighborhood."


"Yes!" Dawn said and started to climb in the backseat.


"Dawn! I don't....oh Hell." Buffy gave up and climbed in, too.


"Hi, I'm Dawn!" Dawn greeted Xander and Willow.


"Hi Dawn. Are you a Freshman?" Willow turned to ask Dawn. They continued to talk. Buffy didn't listen to what they were saying, because she was thinking about Spike. Not only did she feel guilty, but she was still feeling hurt because he choose Cameron over her. She had just wanted to get him away from Cameron and Gage - and maybe make out a little. She had hoped that he would change his mind and follow her into the school. He never did. After waiting a few minutes, she had looked out the window to see if he was still under the tree. Instead, she had witnessed him pushing Xander. That's when she decided to tell everyone the truth.


"Buffy, we're here." Dawn waved her hand in front of Buffy's face. "Earth to Buffy."


"What? Oh." She was so lost in thought, that she didn't realize that they were in her driveway.

Xander and Willow were looking at her. Don't they hate her? She felt guilty being around them.


"I'm sorry," Buffy said as she moved to get out of the car.


"For what?" Willow asked gently.


"For William." Buffy climbed out the car and ran into the house. Dawn entered the house a minute later.


"Boy Buffy, you were pretty rude. You didn't even thank them for the ride." Dawn walked past Buffy and into the kitchen.


"Dawn, I.." Buffy stopped when she saw their mom at the kitchen table. Joyce didn't look happy with her. Now what? She just wanted to lock herself in her room and not come out until after graduation.


"You're home early," Dawn said as she dug through the refrigerator.


"Dawn, why don't you take your snack into the living room. I need to speak with Buffy."


Dawn smirked at Buffy and carried her cold pizza into the other room.


"Mrs. Pearl came by the gallery today."


"From down the street?" Buffy sat at the table across from her mom. Buffy was trying to figure out what she could have said to make her mother angry. She hardly ever saw her.


Joyce surprised her. "She wanted to know how you were doing after the accident last month."


Buffy froze. Someone else saw the accident. Damn, why didn't she think that another neighbor would have heard the crash?


"Do you have anything to say?" Joyce interrupted her thoughts.


"It was just a little fender bender." Buffy decided to come clean. She was going to get yelled at - might as well get it over with. "I wasn't hurt."


"Was there some sort of emergency where you needed the car?"


Buffy shook her head and looked at the floor. "I drove it to a party." She quickly amended, "I didn't drink any alcohol. Another car hit mine and drove off."


"And yet, you didn't think to tell me? You don't have a driver's license. I thought I had made it clear that you weren't to use the car. Then, you tried to hide it from me. You know better than that. How am I supposed to trust you when you disregard me." Joyce sighed. "Where did you get the money for the repairs? Did you use your father's credit card?"


"For some of it. Spike lent me the rest," Buffy answered in a small voice.


"Didn't you two start dating after I got back? Why would he lend you money beforehand?"


Because he wanted to be popular, Buffy thought. He wanted it more than anything.


"Buffy?" Joyce touched her daughter's arm.


Buffy could feel a tear roll down her cheek. "I made him a monster," she sobbed. She couldn't hold back any longer. She cried for all her guilt and heartbreak.


She felt her mom draw her into a hug. "Honey, what happened?"


"Spike gave me the money so I could make him popular," she sniffed. "It worked, but he changed. He became mean and egotistical. I told him that I didn't like the way he was acting. I thought maybe would want to change back for me, but-"


"He wanted to be popular instead?" Joyce finished.


Buffy nodded. "Why didn't he choose me? What's wrong with me? And after we-" Buffy buried her head in her mom's shoulder and cried.

TBC

Spike pushed his way through the crowded hallway, refusing to look at anyone. He couldn't tell if people were bumping into him on purpose. Was it was only yesterday that Buffy publicly humiliated him? It felt like months. He couldn't sleep the night before, and he was starting to feel the strain. Only one more class and then he'd go home to sleep it off.

He caught a glimpse of Buffy walking ahead of him, and his heart jumped. He was more confused than mad. Why did she do it? Did she hate him? He should be mad at her, he tried to tell himself. She ruined his life. Another part of him, though, disagreed. Everything that happened must have been his fault. He just wished he knew exactly what went wrong. She didn't like the way Willow and Xander were treated. He understood that, but why yesterday? Why the day after they had slept together?

He walked up to his locker. Someone had written "dork" on the door in bright yellow, and the lock was covered with chewed bubblegum. He could hear snickering while he pealed the gum off so he could unlock his locker. One more class, he reminded himself.

* * *

"Do you and Dawn need another ride home?" Willow caught Buffy at her locker after the last class was out.

"Sure, that'd be great," she said. Willow seemed happy with with her answer. Buffy tilted her head to the side and studied Willow. "Why are you being so nice to me?"

"You look like you could use a friend."

Buffy was going to reply that she had friends when Cordelia walked up to her. "Buffy, I haven't seen you all day."

Buffy hadn't talked to anyone about her confusion and hurt over Spike except for her mom. Did she really have friends? Buffy felt that she might be able to talk to Cordelia, but Cordelia was never alone. As if on cue, Harmony and Gage walked over to stand beside Cordelia.

"I'll talk to you later. I have to go home," Buffy said to Cordelia, glancing at Harmony and Gage. She turned to Willow. "I'll get Dawn and meet you in front."

"How much did she pay you to be her friend?" Gage indicated to Willow. Harmony snickered. Willow looked uncomfortable, mumbled something to Buffy about getting Xander, and left.

Buffy turned to Gage with a scowl, then walked towards the Freshman lockers.

On the way home, Buffy caught a glimpse of Spike entering his house. Her heart started to pound, and she found it hard to breathe. Her mother had explained that Buffy needed closure. She needed to explain to Spike that it was over instead of just avoiding him. That was what she was going to do after they got home.

"Do you guys want to come in and watch a movie or something?" Buffy asked when Xander pulled into her driveway. She asked as an excuse to put off her conversation with Spike, but she also liked them and wanted to know them better.

"Some other time? We both have a project for social studies tomorrow that we have to do." Willow glanced at Xander. "Maybe tomorrow? What do you think, Xander?"

"Tomorrow's good. What kind of movies do you have, because I could bring some over." Xander smiled.

"Do you like bad, cheesy movies?" Willow asked, rolling her eyes at Xander.

Buffy grinned and nodded. "Any Kung Foo?"

"Be still my heart, she has a preference. I don't think you ever cared what we watched," he said to Willow as she tilted her seat forward to let Dawn and Buffy out. "I'll bring some tomorrow." Xander said as they climbed out of the car.

"Can I watch them too?" Dawn asked with an enthusiastic bounce. Xander and Willow smiled at Dawn and then gave Buffy a look that said they didn't mind.

"Why not? It'll be a mini-party." Buffy walked up to unlock the front door. She waved at Xander to let him know that they got in okay.

For the first time in over a month, Buffy looked forward to hanging out with a group of people. It was nice that they wanted Dawn there. Sometimes she felt guilty for not spending much time with Dawn, but she wasn't going to expose her to the types of parties that she used to go to.

The doorbell rang and Buffy wondered who it was. Maybe it was another neighbor concerned about the accident, she thought sarcastically. She opened the door and stopped. Spike was on the other side of the door staring at his feet. He looked like he'd slept in his clothes.

"I wanted to talk to you." He looked up with sad eyes.

"Me, too." Buffy motioned for him to enter. She might as well get this over with.

Spike stepped in the house and stood a few feet from the door. He seemed to find the lampshade next to him very interesting. Buffy closed the door and ran her fingers through her hair. How was she going to say this?

"Buffy who was.. Oh, it's you." Dawn came into the room and put her hands on her hips in a stern, motherly stance.

"Dawn, I want to talk to him alone," Buffy pushed a protesting Dawn into the kitchen. "Don't listen at the door, either."

Spike didn't speak until Buffy walked back from the kitchen door and was standing next to him. "These last two days have been almost the worse of my life." His voice was low. "Why did you do it?"

"You gave me no choice." Buffy was immediately defensive. "You were hurting people. I tried talking to you, but it didn't change anything. I'm sorry."

"But, I thought things had changed, and everything was good. The other night, we...and afterwards you were happy. The next day, everything started out so perfect. But, then, you told everyone the truth. Why yesterday? I know weren't happy with the fight, and I don't remember how it started." Spike spaced off for a moment. "I'll change - no more hurting people. I'll make you happy. Just, take me back, please." Spike grabbed her hands.

Buffy pulled her hands free. He seemed so frustrated. Maybe they could work things out. "I'll take you back." Spike looked up with hope in his eyes. Buffy held up a finger to tell him to wait. "On one condition. Nobody knows but us. We don't hang out outside of my house or your house."

Spike looked troubled. "We can't tell anybody?"

Buffy sighed. She still came in second to the popularity. "I'll take that as a no, then."

She pulled a check from her back pocket and handed it to him. "I told my mom about the accident. She agreed that I should pay you back the money you gave me. I broke the deal, so it's only fair."

Spike stared at the check. "I don't want the money."

"It's yours. I'm slowly paying my mom back, but this is one less thing I have to feel guilty about." And with the check, she severed all ties to him, she thought.

"Buffy, please." Spike's hand tightened around the check, scrunching it. "Can't we just start over?"

He looked so lost. Buffy felt a pain in her chest, and wanted to tell him that she would take him back. But until she came first, being around him was killing her. "I'll see you later, William," she said as she led him to the door.

Buffy picked up the cordless phone and carried it to her bedroom. She dialed a number she knew from heart. "Cordelia? Hey, it's me."

* * *

Spike pulled a notebook out of his locker. Things got a little better the next couple of months. Though, he was still friendless, Spike wasn't picked on as much. He guessed that it just got old. The popular group started including Dodd, a swimteam member who had only hung around them a few times before. His parents recently bought a new house on the beach, and he started throwing huge parties. At least, that's what Spike heard.

Being isolated, Spike had time to think about everything. The way the group forgot about him was telling. Was picking on him just a trend that got old? How much did they like him when they thought he was popular? Would they have eventually tired of him if Buffy hadn't interferred? Maybe his popularity could have lasted until graduation or the end of summer. But would they had stayed in touch when he went to college? He doubted it now.

Buffy didn't seem to hang around her old friends anymore. He didn't know if she was avoiding them, or if he just never saw her with them. He did see her with Willow, Xander, and Oz, though. This surprised him, but then he remembered that she said she felt guilty. She probably blamed herself for the way he had treated his old friends and was trying to alleviate the guilt. Or maybe she actually liked them.

Buffy. God, he missed her so much. He wished he realized how important she was sooner. He would have jumped at her offer of a secret relationship, if only to show her that she was more important. The night he slept with her was the best night of his life. But it was followed by the worst days he'd experienced since his father died. Did she feel the same way? If she did, he supposed, she didn't feel that way anymore. She hadn't talked to him since the day she gave him the money back.

He needed to get on with his life. His hair looked like a mess with his roots showing, and he had stopped caring what clothes he wore a while back. Even if Buffy stopped being mad at him, why would she speak to him in this state? Maybe tonight he'll bleach his hair again.

Closing his locker door, he spotted Dawn walking by him. She had stopped talking to him when Buffy did. He wanted to talk to someone, though, and maybe she'd speak with him again. "Hey, bit," he said, greeting her.

"Stay away from me." Dawn glared at him and continued down the hall.

She's still mad at him. Spike caught up with her. "What did I do?"

Dawn stopped and crossed her arms. "You made Buffy cry." She walked away.

Spike felt the bile in his throat. He had thought Buffy was just angry. He made her cry? He paused. Had she been crying the whole time?

He could see her talking to Cordelia by the drinking fountain. Okay, so she was still talking to some of her old friends. It looked like an argument, though. Cordelia didn't look happy with her, and Buffy kept shaking her head. He heard Buffy tell Cordelia, "No!", and then walk towards the stairwell.

This would be a good time to talk to her, he thought and followed her. He had to try to talk to her again. He didn't want to think that he caused her that much pain.

She was alone on the stairs with her eyes closed. He walked up to her and touched her arm. "I-" Buffy opened her eyes and jumped, but then glared at him.

"What do you want?" Buffy narrowed her eyes. She seemed angrier than the last time they talked. Maybe she was upset over her argument with Cordelia.

Spike took a deep breath. He wasn't going to let her intimidate him, even though he felt vulnerable. "I wanted you to know that I miss you. I want you back."

"Do you want me back or the popularity?" She asked him.

Spike started to answer, but Buffy interrupted him. "Because if it's me you want, then you messed up a long time ago. You had a chance, but you didn't choose me. " She paused and then spoke in a quiet voice, "If you want the popularity, I don't think I could give it back to you even if I wanted."

"I want you. You're all I can think about. Please, just give me a chance to make it up to you. I'll do anything." Spike's voice cracked.

"You're desperate now." Buffy swallowed a lump in her throat. "You only say that because you have nothing left."

Spike shook his head. "Did that night mean anything to you?"

Buffy's expression looked pained, and Spike wasn't sure if it was from loss or regret. He hoped she didn't regret that they had sex. Even if she never took him back, he hoped that he could live with the knowledge that she was once happy with him.

"It did mean something. I don't just sleep with anybody." Buffy seemed lost, staring into space. "But, I need more than that."

"I'll give you anything."

"I wish I could believe you." With that Buffy walked away.

* * *

Standing in the stairwell, Dodd frowned. He had been told that Buffy had made up the relationship between her and Spike in order to get him popular. From the conversation he just overheard, it sounded like there was more to it than a false relationship.

So, Buffy had slept with Spike. He shrugged. He didn't see what was so great about Buffy, anyway. She never came to the parties or even ate lunch with them. In fact, it was almost as if she'd rather be a geek, hanging out with those other freaks at lunch.

But if you listened to Cameron, you'd think that she was the greatest girl in the world. Cameron had it bad. If Dodd told him what he just learned, it'd probably help his new popularity. Maybe then Cameron would go after a better girl. Or maybe he'd try to hurt Buffy. Either way could be pretty entertaining, he thought with a grin.

* * *

Buffy was stopped by Cordelia again when school was let out. "You haven't been to a party in over two months, you eat lunch with Willow, and you didn't go shopping with me last weekend when Macy's had that big sale! What's wrong?"

"My dad took my credit card away for a few months. I spent too much. I like Willow, and I haven't felt like going to a party." Buffy tried to get into her locker.

Cordelia sighed. "I understand, but if you don't go to this party tonight, your reputation will be in jeopardy."

"I don't care anymore. Besides I already have plans for tonight." Buffy smiled a little. "As soon as my father gives me my card back, I'll go shopping with you, okay?"

"You don't care?" Cordelia looked confused. "Don't you want to be invited to the big parties? To be the envy of the entire school?"

"It doesn't seem important anymore." Buffy shrugged.

Cordelia looked at Buffy and tilted her head. "Is this because of Spike? I know you were hurt, but shouldn't you get on with your life?"

"I am." Buffy smiled and walked towards the Freshman lockers to find Dawn.

She didn't see Cameron leaning against the wall until he stepped in front of her. She was going to just say hello and walk past him, but he didn't move.

She straightened her shoulders. "Cameron, could you let me by, please?"

"I heard you've been a very naughty girl." Cameron stepped closer to Buffy.

She saw another person move behind her. When she looked, Gage and Dodd were standing behind her.

"What are you talking about?"

"You had sex with Spike." Cameron never looked so angry.

TBC

"That's none of your business!" Buffy tried to push by Cameron, but he grabbed her arms. Gage and Dodd stepped in closer.

"You know what they call girls that take money from men and then have sex with them?" His eyes were dark with rage.

"Let me go!" Buffy kicked at his legs and twisted her body to try and get free, but she couldn't get out of his grasp.

"You wouldn't even go to a movie with me." Cameron's jaw twitched. "I waited for you to get over Angel. I gave you time. I even let you date that geek. I accepted him, because it seemed that you did. Then, when I found out that it was all a scam, I was a little relieved. Well, I was after I stopped being angry. I thought that you were free to date me. But, you haven't been around. I couldn't understand why you were angry at us." His voice became shrill. "I found out that you slept with him. Why him?" Cameron gave her a few shakes.

Buffy looked at him right in the eye. She forced down her fear and let her anger rise. "Me, me, me. You're pathetic. I would never date you."

Cameron squeezed her upper arms, causing her cry out. "You seem to like pathetic guys. I don't think you would get any lower if you fucked all of us." Gage and Dodd smiled and stood closer to to Buffy.

"Let's see if it would." Gage grabbed Buffy's arm.

"We're in the middle of the school, you wouldn't do anything." She spat out.

"I don't see anyone around." Cameron whispered, his breath hot. She shook in revulsion.

There was the sound a fist hitting flesh, and Gage let go of Buffy. Taking advantage of the distraction, she untangled herself from Cameron. She looked over to see Gage lying on the floor, slowly making his way back up. Spike, his eyes wild, was now fighting Dodd. Buffy swung her purse with all her might, hitting Gage in the head and knocking him back down.

Cameron grabbed Spike and pushed him into the locker face first. He pulled him back and slammed him again, this time hitting the corner where the lockers came to an end. Buffy's heart lurched to see Spike's face, covered in so much blood, as he pulled Spike back for another slam. She jumped on Cameron's back, feeling her fingernails dig into his face. Cameron dropped Spike, who swung around and punched Dodd.

"Someone's coming!" Gage ran down the hallway. Dodd quickly followed, and Cameron threw Buffy off and ran.

"Are you okay?" Spike, looking concerned, lightly brushed her cheek. Buffy wasn't concerned about herself. There was so much blood on his face, and she couldn't tell where it was coming from.

"You're bleeding." Buffy stepped closer to Spike to see where the cut was.

"What happened here?" A teacher walked up to them. "Was there a fight?"

There was a strict no fighting policy at school, which involved a two week suspension. Since Spike threw the first punch, Buffy knew that he would get into trouble if she told the truth.

"No fight. We were goofing around and William ran into the lockers." Buffy raised her eyebrows at Spike in hopes that he would go with the story.

"I tripped over my big feet." Spike shrugged with a smile.

"This is why you aren't supposed to run in the hallways." The teacher shook her head. "Come on, let's go to the nurse's office to get you cleaned up."

* * *

"I'll have a scar?" Spike looked in the mirror at the bandaid. Maybe it wouldn't be too horrible.

"Probably. The cut's not deep enough to need stitches, but you may have a slight line through your eyebrow." The nurse turned to him with a smile. "If it bothers you, you could always darken it with an eyebrow pencil."

Buffy started laughing. She had an amused expression that was friendly, not mocking. "I have some makeup you could borrow," she teased.

Spike was happy that Buffy stayed with him. He wanted to ask her if she was okay. But if he did, the nurse would have suspected that the cut wasn't from horsing around.

"Well, you two can go home. Everything else looks fine," the nurse said, handing Spike a piece of paper to sign.

"I assume you're riding home with me," Spike said quietly when they were walking towards the parking lot. Earlier, she told Dawn to go home with Willow.

Buffy nodded, suddenly quiet.

"Are you okay? Did they hurt you?" Spike stopped and looked at her. She was no longer the light hearted girl she had been in the nurse's office.

"I'm fine. They just made threats. I doubt they would have actually done anything." Buffy started walking towards his car.

Spike walked after her. "I don't know how they knew that we slept together. I never told anybody."

"I didn't either. He must have guessed or overheard us talking." Buffy stopped at his car. "It was none of his business anyway."

Spike opened the passenger door for her. After he got into the car, he turned towards her. "I understand, now, why you were so upset with me. I was acting just like them, and it didn't matter that I didn't do anything to you personally. I was a jerk, too, and I'm sorry."

Buffy stared out the windshield and said, "I'm really not the one you should be apologizing to. You never intentionally hurt me."

"But I did hurt you. Dawn told me that you cried, and it hurt more than anything. I don't care if the entire world shuns me, as long as you don't have to cry anymore."

Buffy's shoulders dropped. She gave him a small smile. "I missed you."

Spike felt like a weight had been lifted from his shoulders. He started towards her, intending on holding her again. Buffy put up her hand to stop him.

"I'm not saying that we would go back to how things were before. There are things that I need to think about. " Buffy's voice softened and she touched Spike's arm.

Spike smiled. She gave him a crumb, which was more than he thought he would get. He nodded. "Okay. I'll give you as long as you need."

"I think you should talk to Xander and Willow," Buffy said hesitantly. "They're coming over to my house tonight to watch movies. If you want to, you could come over."

Spike felt queazy. "I really hurt them. I can't apologize for that. It's too late."

"It's never too late. Things will probably be rough for a while, but they're good people. I think they would eventually forgive you."

Spike didn't think he deserved forgiveness, but it was tearing him up inside. He had pushed the guilt aside for so long now. First, while he was popular, then lately because he was worried about Buffy. Buffy was right, he needed to talk to them, at least to apologize. He needed to stop being a wimp and just do it.

"What time should I come over?" He asked while starting the car.

***

"You seem nervous." Willow paused filling a bowl with potato chips to look at Buffy. She lowered her voice. "Are you upset over the attack this afternoon?"

"It was more of a confrontation, than an attack. But no, I'm not upset. I-" Buffy tried to think of an easy way to tell Willow that Spike was coming over. She didn't know what Willow's feelings were of Spike, since they never talked about him. Maybe it was too soon. Buffy glanced at Xander and Oz sitting in the living room. They probably couldn't hear her and Willow in the kitchen."I invited Spike to join us." There she said it.

"Oh," Willow said hesitantly. "I understand. He did get hurt saving you from Cameron."

"I know he really hurt you and Xander. If you don't want to see him, I'll call him and tell him not to come over. He's not supposed to come for another hour anyway."

"It's your house. You can invite whomever you want." Willow carried the potato chips into the living room. Xander dove into the chips.

"You invited someone else? Who?" Xander's voice was muffled by the chips.

Even though it was obvious that Willow wasn't happy, she wasn't going to make a scene. Buffy had a feeling, though, that Xander wouldn't be as understanding.

Dawn came into the living room and plopped down in a reclining chair. "Who else is coming?" Her eyes widened with realization. "Oh."

Oz seemed to understand, too, because he walked over to Willow and put an arm around her. The two seemed to communicate without words, and finally Oz seemed content that she was alright.

"Maybe the junk food I eat is finally affecting my brain, but I seem to be the last one who knows who this mystery person is." Xander turned to Buffy. "Who?"

"Spike is coming over in about an hour," Buffy said quietly.

Xander was still for a moment. Suddenly, he got up and left the house, slamming the door. Damn! Buffy didn't want to make her new friends mad.

"I'll go talk to him. He's probably just outside the door." Willow left the house.

"This was a bad idea." Buffy shook her head. Oz walked over and sat down on the couch. "I thought Spike could apologize to them. He seemed so sorry."

"If you want to be Spike's friend again, they'll have to confront one another sometime." Dawn stood up and walked over to Buffy. "If Spike's really sincere, it'll turn out okay."

"I don't want Willow hurt anymore, so I hope he is." Oz surprised them by speaking. "You know him better than I do, so I trust your instinct," he said to Buffy.

Buffy hoped that she was correct in thinking that Spike wanted to apologize. It was possible that he was still desperate to be popular, and was under the illusion that she could make him so. But, Buffy didn't think that was true. He had this look in his eyes that told Buffy that he was really sorry. And she didn't think that he was only sorry about her, either. When she mentioned Willow and Xander, he looked crushed.

Willow and Xander reentered the house. Both of them had reddened eyes, as if they had been crying. Oz immediately went to Willow and hugged her.

Xander looked at Buffy with resignation. "I'll stay, and I'll be civil towards him. I'm not making any promises that I'll talk to him, though."

Buffy stepped towards him and hugged him. "Thank you." She didn't say anything more. She's was just going to have to wait and see how things turned out.

* * *

Spike had stood outside Buffy's front door for ten minutes debating on whether to ring the door bell or to go home. She told him seven-thirty, and it was two minutes past that. He really didn't want to face them. It would be so much easier to just go home and tell Buffy that he was sick or something. While he mentally considered his options once again, the door swung open and Buffy peered at him.

She looked surprised. "Spike, I was just seeing if you were on your way. Well, come in."

Spike walked past Buffy, but stopped just on the other side of her. Willow and Oz were sitting on one of the couches watching him, but they didn't greet him. Xander was sitting in the recliner, reading the backs of the DVDs. He was ignoring him, it seemed. Dawn came in from the kitchen with a big bowl of popcorn. She sat on the other couch and passed the bowl to Xander.

"Spike, if you want some popcorn you'd better take some before Xander eats it all," Dawn said, indicating the bowl.

"What makes you think I'm going to eat all the popcorn?" Xander laughed, but still ignored Spike.

"Because, you always do." She turned to Spike. "We usually end up making a second bowl, so we could have some."

Spike was surprised that Dawn was being nice to him. He didn't want to fight over popcorn, even if it would be all in fun, though. So, he said, "That's okay. I'm not very hungry." Which was true, since he was so nervous.

"Let's sit down." Buffy walked over and sat down next to Dawn on the couch. Spike followed and sat next to Buffy. He was furtherest away from anybody else in the room, since the other couch and Xander's chair were on the other side of Buffy.

Xander started a movie that was already in the DVD player. Spike was a little glad that his apology was being put off. Though, he wanted to get it over with, he knew it would be better when they were used to him being in the room. Or would it? Maybe by prolonging it, the tension in the room would triple, and it would end up in a fiery confrontation that wouldn't leave anybody happy. He glance around the room, they all seemed to be enjoying the movie, even laughing and making comments about the cheesiness. There didn't seem to be that much tension. Spike let out a sigh of relief.

When the movie was over, Buffy announced that she wanted pizza. "What kind does everyone want?" Buffy asked, looking directly at Spike.

Spike realized that everyone, except Xander, was watching and waiting for him to answer. "I don't really mind. I'll eat anything," he said quietly. With that, Buffy shrugged and took suggestions from everyone else.

"Don't start the movie until I get back," Buffy called from the kitchen when she went to order the pizza. Spike realized that she left him alone with everyone else. Everyone was quiet. Xander and Dawn were reading magazines, and Willow and Oz were softly talking to each other. Buffy seemed to be taking a long time.

"They said that it would be two hours to deliver a pizza. Three of their drivers called in sick. But, we can pick up the pizza ourselves, and get it in a half hour." Buffy looked at Oz. "Could you give me a ride over there? I don't have a car."

"I could go with Oz to pick up the pizza." Willow perked up.

Buffy shook her head. "I'm writing them a check, and they check for id. Pizza's on me tonight." Buffy smiled. "Dawn, watch over things, okay?" Buffy and Oz walked out the front door.

Dawn nodded. It looked to Spike that Dawn and Buffy were communicating something else. The whole pizza thing seemed strange. Oh, he realized. Buffy wanted to leave Spike, Willow, and Xander alone, so that they could talk. Dawn must be the moderator.

"How long do you need to keep that bandage on?" Dawn was looking at the cut on Spike's eyebrow.

Spike reached up and touched it. "I'm not sure. It wasn't that bad, so I could probably take it off now." He was hesitant to say much more.

"Those creeps. I wish they'd die," Dawn fumed.

"Dawn!" Willow spoke up. "Don't say things like that. If something actually happened to them, you'd feel horrible."

"No, I wouldn't. They don't care about anything but themselves. They're nothing but bullies, ganging up on people just to make themselves feel bigger. The world would be better off without them."

Dawn's words hit close to home with Spike. He was a one of them, a bully. Spike glanced at Dawn, but she was scowling, staring at nothing. He looked around the room and was surprised to see Xander looking at him. He didn't appear angry, just a little sad.

"I'm sorry," Spike said quietly. "I was a weak, selfish bully. I couldn't stand up to them, and threw away the best friendships I ever had."

Xander's expression darkened a little. "Yes, you were weak and selfish. You destroyed what was between the three of us. Now you feel guilty. Good! Don't look to us to make you feel better."

Spike felt numb. He didn't expect them to forgive him, but it still hurt. Part of him wanted to go home, but the other part wanted to listen to their anger and hurt in order to feel some type of punishment.
"You've changed. You're not the same person who used to be our friend," Willow spoke up. "Our friend William wouldn't have ignored us for weeks. William wouldn't have humiliated us by telling the whole school our secrets in order to get a laugh." She paused. "But William also wouldn't have risked everything to save someone who was about to be assaulted or worse. That was a good thing you did for Buffy."

Dawn patted him on the arm, distracting him. Spike looked at Xander and Willow. They didn't look as angry, anymore. Saving Buffy had given him a chance. Maybe not a chance to be their friend again, but it seemed to give him a chance at forgiveness.

TBC

"I haven't been to the Bronze in ages. You're sure Willow won't mind that I'm coming?" Cordelia pulled out of Buffy's driveway. Cordelia had called earlier that day, complaining again that Buffy hadn't gone to the party the night before. Feeling guilty, Buffy asked if she wanted to come to the Bronze with her that night. Oz's band, Dingos Ate My Baby, was playing, and Willow had been insistent that Buffy come hear him play.

"I'm sure they'll be fine. I'm more surprised that you're willing to hang out with us." Buffy pulled down the passenger side vanity mirror to check her makeup.

"Hey, I can hang out with whomever I want. Besides, the Bronze is cool. This will be fun! Wait. Is Xander going?"

Buffy smiled and slowly nodded. "I think so."

"Crap."

When they pulled into the parking lot, Cordelia reached into the backseat and pulled out a colorful gift bag. "Happy Birthday!"

Buffy took the present with glee. "You remembered!" Inside was some scented lotions and bath oils. "They smell nice. Thanks."

"Of course I remembered. Now, lets get inside before all the good tables are taken."

Buffy left the gift bag in the car and walked with Cordelia to the club. Since it was the only club in town, they allowed minors. People who wanted to buy alcohol had to wear a bracelet the bouncer gave them after showing some id. Recorded music was playing while some the people were setting up the stage. The place was crowded, and Buffy couldn't see any free tables.

"Buffy!" Willow ran up to where Buffy and Cordelia were standing. "I got a table over there." She pointed to where two tables had been pushed together near the stage. Oz was sitting and talking to some members of his band. Willow looked past Buffy, and her eyebrows shot up. "Cordelia?"

"Hi, I heard how great the band is now and wanted to check it out." Cordelia walked past Willow and Buffy and made her way over to the table.

"I invited her, is that okay?" Buffy looked for any signs of tension in Willow.

"Well, if she's okay with it. I don't know how Xander's going to react, though."

Buffy shook her head with a smile and followed Willow to the table. Cordelia was talking to Oz. She used to date the lead singer, Devon, when the band was first starting up. The rest of the band had gone back to the stage to set up. When Buffy reached the table everyone turned to her with smiles.

"Happy Birthday," a voice said behind her. She turned and saw Xander holding a birthday cake with eighteen lit candles.

"Oh! How did you know it was my birthday?" Buffy looked between Xander and the smiling group at the table.

"A little bird told us." Xander set the cake on the table and indicated for Buffy to sit next to Cordelia. He sat down next to her.

"That would be me." Dawn, holding birthday gifts, appeared from behind the speakers. Spike was standing next to her with more presents.

Spike and Dawn set the gifts in front of Buffy. Willow started singing "Happy Birthday" and the rest of the table joined in. Buffy just looked at them with awe. She had real friends, and they cared.

Oz raised an eyebrow when Buffy didn't move. "I think you should blow the candles out. They're really not allowed."

Buffy gave a little laugh, and blew them all out.

"Open the presents!" Cordelia picked up a medium wrapped box and handed it to Buffy.

"Cut the cake!" Xander gave Buffy a knife and glared at Cordelia.

Buffy looked down at the knife and present she held in each hand. "Guys, we can do both. You cut the cake," she said to Xander, handing back the knife. She opened some of the gifts while eating the cake Xander handed to her.

"This one's from Spike." Cordelia handed her a small box with a red bow. Spike was biting his lip and watching his hands, occasionally glancing at her.

Pulling off the ribbon, Buffy opened the box. There laid a gold necklace, reflecting some of the dim light of the club. It didn't have a charm, but it was as beautiful as it was simple. "Oh." Buffy was lost for words. Its quality was high, so it was obviously expensive. She loved it, but what did it mean? Did he think they were getting back together, because of what happened yesterday? Was he trying to buy her back? Or maybe he just thought she would like the necklace. Part of her wished that he wanted her back, because she wanted him. The other part hoped that he didn't, because she wasn't sure if she could or should go back with him. It was too soon.

"If you don't like it, I can return it and give you something else." Spike reached for the box.

"No, it's just that you shouldn't have. How much did this cost?" Buffy regretted asking that when Spike's expression became pained. "I like it. Look, I'm going to wear it now." Buffy pulled the necklace from the box and put it on.

The rest of the table was silent and uncomfortable. Cordelia spoke up, "It's very pretty. The gold looks good with your skin tone." She gave Spike a small smile. Spike seemed to relax a little.

Oz had to get back with the band before they started playing. Willow turned her chair to face the stage and was immediately mesmerized. Cordelia looked at Spike and raised her eyebrow at Buffy. She was probably wondering why Spike was there and why he bought her jewelry. Buffy never told Cordelia about the attack, she thought, glancing at Spike. There was a scab on his eyebrow where he was hurt yesterday. She would never forget how he helped her.

"Run out of guys?" Xander was looking at Cordelia, who looked irritated with the comment.

"What?"

"Well, it's Saturday night. I was thinking that maybe you ran out of guys, with you going through them so fast. Why else would you hang out with us? It being date night and all."

"Like you'd know anything about that."

Xander started to laugh. "Buffy, your friend here's a real hoot."

"You two can bicker all you want, but I'm not going to sit in the middle." Buffy stood up and walked to the other side and sat down next to Spike. He appeared a little worried. Thinking it was from the bickering between Xander and Cordelia, Buffy leaned towards Spike. "They'll be okay, " she whispered, "That's not anywhere near the wrath of Cordelia." She glanced at the couple and grinned. "I bet they end up going out."

The crowd started cheering as the band came on stage. Their first song was upbeat. They're pretty good, Buffy thought. Xander and Cordelia still bickered every once and a while, but were stopped by Willow's shush and glare.

"You wanna dance?" A young man, who looked older than Buffy, asked Dawn. I don't think so, Buffy thought.

"No!" Buffy and Spike answered at the same time.

"What? I can dance with someone if I want to!" Dawn protested, looking between Spike and Buffy.

"She's only fourteen." Buffy turned to the guy, who paled and walked away.

"Hey, she's just kidding!" Dawn called out to the retreating figure. She glared at Buffy. "Why'd you do that?"

"It was the truth." Buffy watched as Dawn's protest died down to a pout. Spike looked a little relieved, and it warmed her heart. He cared for Dawn like a big brother.

"Cordelia?" Harmony was standing in front of the table with a confused look on her face. "What are you doing?"

"Hey. I didn't know you'd be here tonight." Cordelia looked around a little nervously.

Buffy stiffened when Cameron stood next to Harmony. Her scratches on his face hadn't healed, giving him a sinister look. Even surrounded by her friends and in a crowded area, Buffy was afraid of him. He was really angry yesterday, and she bet that he hadn't gotten over it.

"If you want to be a freak, too, go ahead and stay here." Cameron stepped closer to Cordelia. "The cool people are sitting at a table over there." He pointed to a table across the room, where Gage and Dodd were sitting. Buffy could barely make out the bruises they sported.

"Excuse me?" Cordelia stood up. "I'm Cordelia Chase. I define cool. And right now, you are not it." She leaned in, lowered her voice, and gritted, "Don't mess with me." Leaning on the table, she shook her long hair back. "If I want to sit here and call it cool, then it is, no matter how lame they are."

Cameron looked around at the growing crowd, and finally left. He walked back to a table that was suddenly empty. Nobody wanted to be around Cameron after Cordelia said that he wasn't cool.

"Can I sit here, too?" Harmony widened her eyes in hope.

"No." Cordelia carefully smoothed out her dress and sat down.

"Now, that was the wrath of Cordelia." Buffy whispered to Spike.

"What are you looking at?" Cordelia was looking at Xander, who gaping at her. "He pissed me off."

Xander closed his mouth. Suddenly, he turned around. "Lame?"

* * *

While shopping for Buffy's gift, Spike had rejected necklaces with charms or jewels, because he didn't want her to think he was pushing her. The simple gold necklace seemed nice, without saying, "I love you." Sure, it cost some, but the inexpensive necklaces looked cheap. He wanted to give her something that she would want to wear.

But she wasn't happy when she opened the box. Everyone else had given her gifts that didn't cost very much. Remembering how she gave him that money back, he thought that maybe she didn't want to accept anything that might tie her to him. She was wearing it obviously to be gracious and not upset him.

Spike looked Xander and Willow. They hadn't really said anything to him tonight. He still had to make up for what he did to them - he knew they hadn't completely forgiven him. Their silence made him self conscious. Of course, he hadn't said a word to them, either. He opened up his mouth to say something.

"Can you get me a diet Coke?" Buffy stopped him in mid-speech. Relaxing, Spike nodded and left the table.

While he waited for the bartender, he saw that Buffy was talking to Cordelia. Xander wasn't at the table anymore, and Dawn was wistfully watching people dancing.

"I noticed you're sitting with William, what's with that?" Someone asked on the other end of the bar. Spike saw that Xander was talking to Jesse, an old friend of Xander's. Jesse used to be very close to Xander, but he found new friends and interests during high school, and the two didn't hang around each other very much. But, unlike Spike, Jesse still made it a habit to talk to Xander every once in a while.

Spike couldn't hear what Xander said, but he didn't look happy. They didn't seem to notice Spike, so he crept closer to them. He knew he shouldn't eavesdrop, but he wanted to know what they were saying about him.

"I think Buffy feels sorry for him. Personally, I think she's making a mistake, " Xander said when Spike was close enough to hear.

Spike didn't want to hear anymore. Mistake? Xander didn't know the first thing about what Buffy felt. Did he dislike him that much? Spike got Buffy's soda and walked back towards the table.

A light came on in his head. He could show Xander that Buffy didn't feel sorry for him. He could take advantage of the fact that she was speaking to him to become a better person. He could be strong. Putting on a big smile, he placed the drink in front of Buffy.

"I'll be right back." Spike headed towards the restroom. He looked into the mirror. There were still dark roots showing in his messy hair. He ran his fingers through, slicking his hair back to try and get it to look decent. He pulled his red shirt out of his jeans, rolled the sleeves up a little, and unbuttoned the top three buttons. He was glad that he had continued to wear his contacts.

He turned away from the sink, satisfied with his appearance. The door swung open, and Cameron staggered in. Spike's heartbeat sped up in fear.

"I hate you." His breath reeked of alcohol. "Next time, you won't be around to save Buffy."

An rage, unlike any that Spike had felt before, burned up in him. He grabbed Cameron by the front of his shirt and slammed him into the wall. "If you go anywhere near Buffy, I'll kill you."

Cameron gave a nervous laugh. "You don't have the guts," he spat back.

Xander walked through the door and gawked at them.

"I'll show you who has guts." Spike pulled Cameron off the wall.

"Spike, no." Xander pushed his way between the two.

"See, even your loser friend knows you shouldn't mess with me." Cameron smirked. "You're pathetic and will always be pathetic. Those like me will always come out on top."

Xander turned to Cameron. "Really? Is that why Cordelia Chase is sitting with us, and not you? Why nobody will sit with you tonight? I feel sorry for you. All your friends will abandon you if they think their own popularity is in jeopardy."

Cameron started towards Xander with his fist raised. The door opened and a huge bouncer walked in and paused, looking at them.

Seeing the raised fist, he walked up to Cameron. "There's no fighting in this establishment."

"Hey, we were just.." Cameron was interrupted by the bouncer dragging him out the door. The room was silent as Spike and Xander gaped at the door.

"Why did you stop me?" Spike turned on Xander. "I could have handled him."

"And you would have been kicked out like Cameron was." Xander pointed towards the door.

"I don't want Buffy to pity me." Spike straightened his shoulders. "Or make a mistake."

"What are you talking about?"

"You think Buffy's making a mistake with me. I overheard you talking." Spike wanted to hear him try and deny it.

"I just don't want you to be hurt." Xander put his hand on Spike's shoulder.

Spike shrugged it off. "It sounded like you were worried about Buffy."

"What? No, you misunderstood me. I don't want Buffy accidently leading you on, because it would hurt you. It would be a mistake." Xander sighed. "I know you have strong feelings for her. You bought her that necklace."

Spike took a minute for the words to sink in. "You don't think Buffy has the same feelings?" He asked softly.

"I don't know. She never talks about you, and but she had a sad look on her face whenever she saw you by yourself. I could tell she felt bad for you."

Spike's mood dropped. "But, she said yesterday that she needed to think things over." He thought that she still had some feelings for him.

"She probably just didn't want to turn you down."

But, he saved her yesterday, and she was grateful. Spike touched the scab on his eyebrow. Who was he kidding? He got his ass kicked, and Buffy had to save him. She must think he was a big loser. "Why do you care? I would think you would be happy to see me hurt," Spike finally said.

Xander smiled sadly. "We were friends for a long time. That doesn't just change."

Spike gave a small smile. "Thanks," he said, leaving the restroom.

* * *

Buffy played with her empty glass. There had been some excitement in the club when word went around that Cameron had been kicked out. Apparently, he had been beating someone up. Buffy wondered where Spike had run off to, and was suddenly afraid that he was the one that Cameron was hurting.

She sighed with relief when she saw Spike step out of the restroom. He had rolled up the sleeves of his shirt, changing his appearance. Her heart sped up as he neared the table.

"I was wondering where you were." Buffy smiled. Spike didn't return her smile, so her own faltered.

"I need to go home. I just wanted to wish you a happy birthday." Spike put on his jacket. Then, he turned around and walked towards the main door.

"Spike?" Buffy ran after him. What upset him? He had been quiet all night, but he seemed happy to stay.

When Buffy got outside, Spike was unlocking his car. She ran up to him.

Spike looked up at her, as he opened the door. "Go back inside with your friends. You don't need to worry about me."

Buffy pushed the car door closed. "What's wrong?" He looked so sad.

Spike closed his eyes. When he opened them, his stare burned right through her. "I love you, and it hurts to be around you because I know you don't love me." Spike gave her a sad smile. "I'm going to move on, now. You don't have to pity me anymore."

Buffy stood stunned. He loved her? She knew he was attracted to her, but she thought he was just desperate when he begged her to take him back. Her heart started to swell up with happiness, until the rest of his words sunk in.

"Goodbye, Buffy." Spike got in his car and started the engine. He drove his car away, leaving Buffy in the parking lot.

She didn't want him to move on.

TBC

Spike didn't cry until he got to his bedroom. He didn't really want to move on without Buffy, but he needed to because she didn't love him. For the past few months, she was all he could think about. He loved the way her hair bounced as she was walked, the sound of her voice when she laughed, and how she was so strong.

He needed to be strong, too. Too much time had been wasted on moping about her. But, it hurt so much. It felt like someone was squeezing his heart.

"Buffy," he softly sobbed and gripped his pillow. It was a while before he fell asleep.

* * *

Spike had bleached his hair again, Buffy thought as he made his way through the cafeteria. Buffy knew that he liked his hair that way, and wondered if it was because she had originally changed it that way. He must have done it sometime over the weekend. He really was going to get on with his life.

He walked with a purpose, ignoring the stares from the other tables. Even when he was popular, he didn't have the confidence he was now exuding. She found herself being proud of him, even if this new Spike was not going to be a part of her life.

She raised her eyebrows when he sat down at the table of a group of kids they hardly knew. What was he doing?

"Why is Spike sitting with them? Does he even know them?" Xander repeated Buffy's thoughts.

"I don't know. Maybe he wants to make new friends." Buffy stirred her fork around her spaghetti.

"Doesn't he want to sit with us? I thought we were being all friendly." Willow furrowed her brow.

"I'm sure he does, but he doesn't want to sit with me." Buffy's lip quivered a little, until she stopped it by biting it.

"Why?" Willow placed her hand on Buffy's.

Willow looked confused, but Xander had a look of understanding. "He has feelings for Buffy, but she doesn't return them," Xander answered for Buffy.

"You don't?" Willow looked at Buffy in surprise.

Xander tilted his head to the side. "Of course not. She never showed any signs." Both of them turned to look at Buffy.

Buffy paused, looking at her tray. "Actually, I do. Or at least I did, before everything blew up. I don't know what I feel now." Buffy pushed her tray away from her, suddenly not hungry. "It doesn't matter. Look at him, he's smiling and getting on with his life."

"He's hurting. You just don't see it." Willow observed. Spike was in the middle of telling the group at his table something funny. "Maybe you should figure out what your feelings are, and let him know."

Buffy already knew what her feelings were. She was just afraid that if she opened herself to him he would hurt her again. There was also the fear that somehow he would become a jerk again. She still blamed herself for his behavior months ago.

"I'll try to figure it out." Buffy grabbed her tray and left the cafeteria.

She didn't want to admit it, but she loved him.

* * *

By the time the bell for the end of school rang, Spike felt a little better. His plan to talk to other people worked. It was easier than he thought. The group at lunch seemed like an okay group of people, and they seemed to like him, too. He was also striking up conversation with people in his classes and in the halls. Most of them were happy to talk back to him.

He wasn't sure why they were so friendly. He hoped that it was because he was such a charismatic person, whom people wanted to know. Deep down, he thought that maybe they thought he was popular again, since word had spread that he sat at the Bronze with Cordelia on Saturday. Whatever it was, he was taking advantage of it. He would show them the better side of Spike.

Cameron seemed to get his friends back at lunch. Everyone had been avoiding him, until Cordelia asked him to sit at their table. Spike wasn't sure why she did that, but he thought that it might have been to keep him in his place. Cameron mellowed out when he realized that Cordelia held his popularity in her hands.

Spike was still weary that Cameron could do something to Buffy. He realised, thought, that it was more likely to happen if Cameron remained unpopular. He would take out his frustrations on her. Right now, Cameron didn't want to risk upsetting Cordelia, and she would know if anything happened to Buffy. Even though Spike wanted to get back at him for attacking Buffy, he knew that this was better in the long run. Somehow, Spike didn't think he needed to worry about him anymore.

Everything in his life seemed to get back on track, except for Buffy. He had hoped that she would call him up after he left the Bronze and tell him that she loved him, too. But, she didn't, and so he felt that he must have been right.

"Spike." Harmony walked up to him and put her hand on his forearm. Her blue dress clung to her body, and he had trouble looking away from the front. "I missed you."

Spike raised an eyebrow. What did she want? "Really. You didn't seem interested a week ago."

"Oh Spikey, I was so wrong about you. I had to go and listen to what others were saying, but I always knew you were special," she pouted. "You know, you could be popular again. I mean, Cordelia already likes you. But, if you were to be my boyfriend, you could have it all again."

Spike blinked and realized that he wasn't even tempted. Popularity just brought pain for others, and without Buffy it wasn't worth it. And as much as he thought Harmony was attractive, she wasn't Buffy. She wasn't even something that could take his mind off Buffy.

"I'm sorry, but I'm not interested." Spike took her hand and squeezed it. Harmony wasn't bad, she was just a sheep that couldn't do her own thing.

Her smile melted, but she nodded in acceptance. "Well, your loss." She bent over and kissed him on the cheek. Straightening up, she gave him a sad smile and walked down the hall.

He turned around to see Buffy standing on the other end of the hall watching him. His heart started pounding. She wasn't smiling. Did she misinterpret Harmony's kiss?

Walking over to Buffy, Spike decided that he was going to set things straight. When he reached her, she suddenly smiled.

"You turned her down."

Spike was set back. She knew. "I didn't want anything she had to offer."

"But, you could have been popular again."

"Popularity and me don't go well together." Spike smirked.

Buffy hugged him. "I'm glad you figured that out." Spike's breath caught, and he tentatively put his arms around her.

All the stress from the past months drained away as he held her. It felt so good to hold her again. Her head fit perfectly in the crook of his neck. He could do this forever.

Buffy moved to hold his face, her eyes moved between his eyes and mouth. "I love you. I was afraid that things would go bad if I admitted it, but you've changed." Her face glowed as she beamed at him.

Spike held his breath. He removed one of his hands from her back and pinched himself.

"What are you doing?" Buffy asked with an amused look on her face.

"Checking to see if I'm dreaming, because I really hope that I'm not." He moved his hands to cover hers and squeezed them. He bent down and captured her lips in his. The kiss was different. It was less needy and more affectionate, as if they had all the time in the world. Spike put his arms around her again. "I love you so much." He kissed her neck.

"Let's go home." Buffy pulled Spike down the hallway. Spike smiled. He was feeling much better, now.


The End.


AUTHOR'S NOTE: So, what did you think? I felt this was the best way to end this story, but I would like to hear other people's opinions. Was there anything that didn't make any sense? Were there parts that just seemed to drag on and on? Did the characters seem like the ones on television (being in an AU)?