Spike's hands were shaking as he fumbled with the pack of cigarettes in his pocket. He didn't know if he could do this; he wasn't used to having to rein in his desires. As a vampire, he had gotten used to slaking his cravings on a whim, whenever he wanted. But now, with his shiny new soul as a deterrent, he no longer leapt before looking. He now thought about the consequences that his actions might have. But having a soul didn't take away the desire. Spike was still plagued with the same yearnings he'd always had; for blood, sex, and, now most of all, for Buffy.

His soul was really just a glorified moral compass. It could show him the right way, but as far as getting there, he'd have to do that all himself.

Spike pulled a cigarette from the pack with his teeth and lit up. He took in a long drag, closing his eyes as the smoke filled his useless lungs.

If you're not more careful you're gonna wind up losing everything, he berated himself.  He knew that one moment of happiness with Buffy was what had led to Angel losing his soul - something Spike didn't get at the time, but now understood all too well - and he didn't want to risk that for himself. He couldn't go back to being a killer, not after all the pain he'd already caused. But the prospect of losing his soul didn't scare him nearly as much as the thought of losing Buffy did.

Spike couldn't imagine how Buffy would react if she knew about his feelings for her, if she knew how he wanted her. He didn't fool himself into thinking that the Slayer could ever look upon him as more than just a friend or, worse yet, nothing but an obligation. He imagined she'd likely feel awkward, to say the least, about being around him if she found out how much he cared about her. Uncomfortable enough to stop seeing him.

Spike didn't want that. He could stand not having her the way he wanted her, but for her to be completely gone from his life was an unbearable thought.

Spike banged the back of his head against the brick wall he was leaning against, trying to knock some sense into himself. "Just get a hold of yourself, mate," he muttered, sighing out a cloud of smoke from his mouth.

"Nasty habit you got there," a sultry feminine voice commented from behind him. Spike whipped around, startled. He hadn't sensed anyone else in the alley. It was a rare thing for someone to be able to sneak up on him and the fact that this woman had was a testament to just how messed up he was at the moment. Spike shook off his surprise and focused on the pretty young thing sauntering his way. He raised his eyebrows at her all the while giving her a silent appraisal. She wore shiny red leather pants like a second skin, her big brown eyes were smudged with a liberal amount of black liner, and her full lips were painted a deep red. She tilted her head coyly at Spike, pulling back her lips to reveal a nice set of pearly whites as she smiled and added, "Talking to yourself, that is."

Spike smirked, rejoining, "Yeah, I know. Been tryin' to cut back, though."

The girl let out a throaty little chuckle. "That's good." She rubbed her lips together, pausing. "You think I could bum one of those?" she asked, nodding her head toward the cigarette pack in Spike's hand.

Spike pursed his lips in consideration for a second before extending the pack toward her. She flashed him another smile as she slid one out. "Thanks."

"No problem."

Spike watched her wrap her pretty, plump lips around the filter and obligingly flicked his lighter open for her. She leaned in and puffed against the flame. It was a natural reaction for Spike's eyes to trail down and get a better look at her cleavage, spilling out of her shirt as she bent forward. No amount of soul could take away Spike's appreciation of the female form. He only allowed his eyes to linger briefly before pulling them back up to the now glowing tip of her cigarette. Her big brown eyes smiling through the ribbons of smoke eddying up between them let him know that she had noticed him looking.

A faint smile touched her lips as she pulled herself up straight. Spike followed the trail of her tongue as it peeked out and ran along her stained scarlet lips as she let the smoke billow out slowly from between them. "Thanks again for the light," she murmured coyly.

Spike cracked a grin. "Again, no problem."

They smiled at each other for a moment.

Spike leaned back against the wall, enjoying the pressure-free flirtation with this anonymous strumpet. He had no real interest in taking it anywhere, but it was fun nonetheless. The woman moved over to a pile of crates and hopped up on one to use as at seat.

"So," he ventured after a moment, "you new in town?"

"Yep. Just got here in fact."

Spike smirked. "Thought so."

"Oh yeah?" she challenged, smiling, "and why's that?"

Spike's lip pursed and he shrugged. "I'm good at readin' people," he told her, tilting his head and narrowing his eyes, "and your page ain't depicting a sunny, southern California girl."

"Well, you got that right," she replied with a chuckle. "I'm from Boston."

"Ah, Boston," Spike remarked, "right fine town, that."

"You've been?"

"A long time ago," he murmured. "So, what is it that brings you to good ol' Sunnyhell?"

She laughed. "Sunnyhell? Doesn't sound like you think too much of the place."

Spike shrugged. "‘s not my favorite, but it has...certain qualities." Buffy's face flickered into his mind. He shook it away. "So, you still haven't answered my question. What brings you here?" He crossed his arms about himself and brought his cigarette to his lips, squinting his eyes against the stinging smoke that drifted toward them.

"Well," she drawled, "from what I hear, this place has a pretty kickin' nightlife. And what can I say," she dragged on her cigarette before lifting up her arms in a shrug, "I just love the nightlife."

Spike snorted a laugh. "Yeah, know what you mean. I prefer the night m' self."

She chuckled. "Oh, I'll bet."

Spike gave her a curious look.

She snickered. "Well, you see," she began, hopping off the crate. "I'm pretty good at reading people myself. Lookin' at you, I'd say you're the type that can't step outside in daytime without ending up all extra-crispy."

Spike immediately stiffened, his hackles rising in response to the trouble he now knew he was in, trouble he should have picked up on the moment he laid eyes on this woman. He steeled himself, balling his fists, trying to remain cool.

"So," she prompted, tipping her head to the side, "how'd I do?"

Spike didn't responded, just kept looking at her steadily.

Her lips curved up slowly. She nodded, "That's what I thought. I got it right." She took one last long drag from her cigarette before tossing it aside. "Well, then, now that we've established who - sorry, what you are, I guess I should be introducing myself. I'm Faith, Vampire Slayer," she said as she whipped out a stake from behind her back, "and your worst nightmare."

                                      ~*~*~*~

Buffy's eyes had been glued to the door ever since Spike had stormed out of it moments before. Her brow was furrowed and her foot bobbed incessantly in an anxious rhythm as she tried to figure out what had happened that had startled the vampire so badly into make him leave that way.

Was it something she had done?

Buffy had to assume that it was, though she hadn't a clue what it was that she might have done. Maybe it wasn't about her. Maybe it was just all too much for him, being here with all these people. After all, he was still adjusting to being around anyone other than Buffy.

She liked that explanation, thinking that Spike just needed to get away from all these strangers, rather than just her in particular. But the way he had insisted she not accompany him out only made her think she was in part, if not completely, the problem.

Has she been crowding him?

She didn't think she had. In her opinion, she hadn't been spending nearly as much time with the vampire since she had moved back home with her mother. Even less now that Snyder had finally allowed her back into school and that she was now spending time with Willow and Xander. But Buffy had always tried to get to the mansion any chance she got.

She'd always thought that Spike was happy to see her when she came by. Had he just been tolerating her? Had he really just wanted her to leave him alone?

"Hey, Buffy," Willow's voice chirped, cracking into Buffy's musings.

"Hey," Buffy replied absently, barely sparing her friend a glance.

Willow's brow furrowed at Buffy's manner. "Hey, why the worry warts?"

Buffy turned to Willow upon hearing the odd turn of phrase. "Hmm?"

"What's wrong?" Willow amended.

"If only I knew," Buffy mumbled, again glancing towards the exit.

"Huh?"

Buffy sighed, shaking herself and looking back to her ignored and confused friend. "It's Spike."

"Ah," Willow remarked, thinking to herself that she should have realized right away that Buffy's state of consternation had to do with a vampire with a soul. After all, it was very familiar ground. "So what happened?"

"I don't know, really," Buffy began. "I mean, one minute we were having fun - or at least I thought we were."

"Looked like fun from where I was standing," said Willow. "The way you two were dancing made that sexy dance you pulled with Xander last year look like Sesame Street."

Buffy couldn't help but blush slightly. "Anyway," she went on, "one minute everything was fine and the next Spike just...totally wigged and took off."

"He just took off? He didn't say anything?"

"Well, he made up some excuse about needing a cigarette, but I know something else was wrong."

"Well, how do you know?" Willow offered. "I mean nicotine is a pretty powerful addiction and when an addict is in need of a fix it can make them act very wiggy."

Buffy shook her head doubtfully. "No," she said. "This wasn't just about him jonsing for a smoke. Something else is up, I could just sense it."

Willow's brow rose. "You mean, like Slayer sense?"

"Well, no," Buffy confessed. "It was just the regular human variety, but a very strong sense nonetheless."

"Well, Buffy, if you're really so sure that something is the matter with Spike, then why don't you just go out and check on him?" Willow suggested helpfully.

"Because," Buffy replied hotly, crossing her arms over her chest, "he thinks that I hover over him too much."

"He said that?" Willow was incredulous.

"Basically," Buffy huffed.

Willow frowned. "I can't believe that's what he really thinks, Buffy. I mean, think about it. If Spike really wanted space from you, then he wouldn't have agreed to come out tonight."

Buffy considered this. "You do have a point, I guess."

"Hey, I have an idea," Willow exclaimed.

Buffy's face scrunched. "About?"

"About how you can go and check on Spike without him knowing that's what you're doing."

Buffy's eyes narrowed with interest. "Go on."

"Well, how ‘bout this: we say that I wanted to get some fresh air - Spike can't object to my needing oxygen - and that I asked you to come with me, you know, like for protection, this being the Hellmouth, so it's unsafe for non-superhuman, strength-having people to be alone at night."

"Hmm, I don't know, Will," Buffy replied, "Spike's a pretty perceptive guy, I think he'll probably see through such a flimsy excuse. No offence."

Willow frowned, thinking it over. "Sorry," she shrugged, "it's the best I can come up with."

"Yeah," Buffy conceded after a beat. "I've got nothing better either... Let's go."

                                         ~*~*~*~

A Slayer? Spike marveled. How...? An image of a pretty girl with mocha colored skin flashed in his mind. Kendra. That was the name of the other Slayer that had been in Sunnydale before. The Slayer Spike had been so proud of Drusilla for killing. His own words echoed in his mind...

"Dru bagged a Slayer?! Hey, good for her."

He winced at the memory, how disgusted Buffy had been with him.

Can you blame her? he asked himself. You were a right bastard. You're lucky she didn't stake you right then.

She'd have been justified. Just one more reason why Buffy could never feel for him the way he did for her.

As if I needed another.

"Are you havin' a stroke or something?" Faith's demanding voice cut in. "Snap out of it!"

Right, Spike shook himself and focused his attention on the stake happy Slayer in front him, bit more of a pressin' issue at the moment.

"Listen, love," Spike put up his hands in a gesture of supplication and eased back from the girl, "I'm not like other vampires. I don't wanna hurt you."

Faith laughed at his claim. "Are you freakin' kiddin' me? You really expect me to fall for that line? You must think I'm some kind of idiot."

"It's no line," Spike stressed, jaw muscles twitching as he tried to control the ire rising in him. His eyes kept flicking from Faith's face to the stake in her hand. "You see there's this curse-"

Without warning, Faith swung her leg up and cracked Spike in the mouth with her boot, effectively cutting him off.

Light burst behind Spike's eyes, his mouth filled with the sweet, coppery taste of his own blood. He staggered backward.

"Bloody hell," he cursed, shaking his head in attempt to clear his vision. The first thing he saw when he did was the girl's fist coming at him. He wasn't quick enough to react and the blow sent him reeling, crashing into a dumpster.

"What's the matter with you, huh?" Faith railed as she kicked him in the face again. "Why aren't you fighting back?" She grabbed him by the hair and banged his head into the dumpster.

The rattling of aluminum resounded loudly in Spike's ears.

He heard a growling sound and wondered where it came from, then he realized it came from him; his demon instinct was taking over in the face of threat. He felt the bones under his face shifting. A voice deep inside of him screaming at him to tear this bitch apart.

Spike sprang to his feet, yellow eyes flaring with rage, fangs bared.

"All right," Faith remarked, a smile spreading across her face. "Glad you finally woke up. Now we can party."