A/N: Thanks for all the reviews so far, I'm glad people aren't too put off by the strange pairings and circumstances. I know it's all mysterious now, but all will be explained in due time. Hopefully it's suspenseful and not just annoying. Let me know what you think.

"I got mixed up confusion
Man, it's a-killin' me

Well, there's too many people
And they're all too hard to please

Well, my hat's in my hand
Babe, I'm walkin' down the line

An' I'm lookin' for a woman
Whose head's mixed up like mine

Well, my head's full of questions
My temp'rature's risin' fast

Well, I'm lookin' for some answers
But I don't know who to ask

But I'm walkin' and wonderin'
And my poor feet don't ever stop

Seein' my reflection
I'm hung over, hung down, hung up!"
-Bob Dylan, "Mixed Up Confusion"

Most of what happened after Willow's announcement was a blur to Buffy. Spike had immediately moved to stand, but their position made it impossible for him to do so without dumping her onto the street. He looked apologetic and helped her to stand along with him and gripped her hand tightly as he ran into the hospital behind his sister. They arrived at Xander's room and Buffy squeezed Spike's hand then let him go, giving him a reassuring smile. He looked grateful and then he was at his friend's side.

Anya, Spike and Xander came together kissing, hugging, and crying. Tara and Willow allowed them a few moments alone before they joined in, this time with a comparatively conspicuous lack of tongue. Buffy wasn't sure she should be in the room with them, let alone join in, so she backed out a bit and stood near the door but outside unless anyone needed anything.

She could hear Spike inside, his broken voice crying out endearments that simultaneously made her blush and her heart ache for them.

"My bloody, beautiful, boy... Oh, mate, thought I'd lost you. I'm so fucking sorry, Xand, so sorry, I love you mate, didn't mean for it to happen."

Xander's assurances that it wasn't Spike's fault didn't lead Buffy to believe that all of his apologies were stemming from an irrational but common guilt people felt when their loved ones were injured while they were separated. She didn't understand why Spike was so upset, or even what exactly had happened. Xander was beat up, apparently by someone who had done it before, or someone who the whole group, or maybe just Spike, judging by his reaction, knew.

This was all too confusing and mysterious, and by the way they were all carrying on and not laying blame, she probably wouldn't find out unless she flat out asked one of them. Though she was getting more curious by the second, she wasn't about to do that. This whole situation was making it more and more clear that she wasn't even close to the level of frienship and intimacy these people shared, she couldn't remember a single relationship in her past that came anywhere close to what these five had.

She watched as Tara and Willow finished up assuring themselves of Xander's well-being. They came out of his room with tearful but hope filled faces.

"So, everything's alright then?" Buffy asked softly.

"Well, he's got some broken ribs, a dislocated shoulder, quite a few cuts and scrapes and a concussion, but he should be fine soon, no permanent damage."

"That's a relief."

The couple let out a large sigh and nodded. "Yeah, I don't know what we would have done if it was anything worse. I've never seen Anya like that."

"You mean quiet and reflective?" Tara said softly with a hint of amusement dancing in her eyes.

Both Buffy and Willow smiled at that. "Well, she's back to normal now. She's already made a list of questions for the doctor, number one being when can Xander resume giving her mind-blowing orgasms."

There was a comfortable silence for a minute and Buffy knew she had found good friends in these two even if they came with a lot of baggage.

"We're going to head back to the house, do you want to come with us, or... Well I guess you brought your car, so..."

Buffy could tell Willow was extra curious about what she had interrupted outside, but apparently she was as reticent as Buffy about being straightforward.

"I guess I should wait for Spike, I mean, I brought him here." She looked back into the room and caught the object of discussion in a heated embrace with his unconventional friends. "Or maybe he's already got other plans."

The sad tone wasn't missed by the other two. Tara put a hand on Buffy's arm and smiled warmly at her when she looked up. "It's not so simple as that."

Buffy looked down uncomfortably. "He's told me as much. Even so," she paused and looked Tara in the eye pointedly, "I can't compete with his past. He's got a lot of it that he hasn't let go."

Tara looked guilty only for a second. "That's because he's never had a reason to. He's been jerked around from girl to girl, and none of them have ever given him what he deserved."

Willow placed her hand on top of Tara's over Buffy's arm. "We haven't known you for that long, Buffy, but sometimes you can just tell about somebody. Tara and I both feel it. There's something about you, and about Will when he's with you."

"You could break him right now if you wanted to, he's given you that much already, but I don't think you will. It's an aura thing, you've got a good one, constantly changing as it is, I always see something good when he's concerned."

Buffy was floored by their confidence in her, and a little weirded out. How could they possibly see those things in her when she lost herself when she was around him. The attraction to Spike was immediate and electric, they had both felt it, but that could easily be owed to lust. He was sex on legs, and she could tell he was thinking something similar about her, but did it mean anything more than that?

Tara must have sensed her confusion because she was quick to place a soothing hand on her cheek. "We're not asking you to marry him, or even date him if you don't want to, but he's not very hard to figure out when he starts to like someone, really truly like them, mostly because he doesn't do it very often, and I know that he feels a lot for you. It's fast, but I knew the second I saw Willow, and look how that turned out."

Buffy remained a little overwhelmed but she was calmer now, the trust Tara and Willow were placing in her was big, important, and a little scary, but she never backed down from a challenge. She'd been wary of love, being hurt only once before, though it was severe, but if Spike could take all the abuse she'd heard about, let alone whatever he went through with Dru, and still throw himself out there, she could too.

"Yeah, ok. I can give it a go." She looked at Willow, "he said he didn't want to be friends."

"Oh, shit," she said, giggling and pulling Tara closer. "Little William's got it bad."

***

By the time Willow and Tara finally left, after giving Buffy a few tips and tricks for when dealing with Spike and continually giggling about Spike's wish to never pursue a platonic relationship, Buffy was tired and achy from a long day. She looked into Xander's room and saw all three together on the bed (now that had to be against hospital policy) gently touching each other in a way that seemed to Buffy to be about reassurance that they were all still there.

She decided to get some coffee and give Spike a little bit longer with them before she asked if he wanted a ride. Twenty minutes later they hadn't moved, except now Spike was the only one still awake. He watched over his lovers with such a look of devotion that Buffy began to seriously doubt that Spike needed her at all. The more she considered it, and the more she watched Spike's gentle caresses and loyal, protective gaze, the more Buffy was moved to suggest friendship.

She watched him silently for thirty whole minutes before she made a decision. There wasn't a final gesture on his part that drove the point home, but she couldn't bear the thought of breaking up the threesome. Spike had said that they wanted him to move on, but after Xander's accident, she didn't think they needed him doing that just yet.

She could be his friend, he'd accept that, even if he didn't want to. She didn't want to hurt him, but being there for him as a girlfriend, or anything more than a simple friend wasn't possible for her, he was needed and loved too much to be taken away. And there was no way she could give him the affection, attention, and care that Xander and Anya could.

It was settled. Frienship, that's all, no matter how much she wanted Spike, she wasn't about to let a sexual attraction fuck up a good relationship before it got off the ground, again.

***

"Spike," Buffy whispered softly, mindful of the two sleeping next to him.

He looked over and smiled a wide but sleepy smile when his eyes met hers. "Hey, luv. Tara and Red leave then?"

She nodded and he turned back to the two on the bed, kissed them both softly on the brow, even more so where Xander was concerned and stood up to lead her outside. "Sorry I was in there for so long. Just got kinda caught up talking about things."

Once they were outside the room and the door was shut softly, Spike pulled Buffy to him and buried his face in her hair. "God, pet, been such a long night." His hands stroked her back softly and he nuzzled the hair away from her neck to place soft kisses there. "Missed you in there, luv, Xander was wonderin' where you'd run off to."

Whatever spell he'd had her under with his soft touch and softer kisses was washed away with a bucket of ice water upon the mention of Xander. She pushed him back gently and he looked confused though content for the moment to hold her at arms length.

"Spike, we have to-"

He pulled her back to his chest and shook his head. "Shh, none of that. It's not like that, Buffy. I explained it all." He went back to nuzzling her neck, but she could feel the these more desperate moves and his earlier languid, sleepy ones.

Buffy might have changed her mind if she couldn't smell Anya's perfume on him, or if she hadn't seen the way Spike went pale the second he thought Xander might have been hurt. She allowed him to continue holding her close, but she refused to give in all the way.

"Spike, they need you, and you need them."

"No, Buffy, they have each other, I need you." When she didn't respond immediately, Spike sighed. "I know, pet, I know, it's so soon, how could I feel that way, you don't feel that way, but, if you just give me a chance, Buffy."

He pulled back and looked into her eyes, trying with all that he had left after the emotionally wrecking day to convey all he felt for her without words. "I'm just asking for a chance, luv." He bent forward slowly and touched his lips to hers. She tried to resist them, she really, really did, but they were so soft, and they so perfectly molded to hers. She might have been able to pull away momentarily if his wicked tongue hadn't begun to tease her lips apart and insinuate itself in between them.

She moaned and he echoed her before deepening the kiss and changing the mood from quiet hesitancy to desperate need. She responded now with as much intensity as he had. They finally broke apart when air became an issue, but Spike wasn't going to let her analyze anything while they caught their breath. He made his way down her jaw to the soft flesh behind her ear, briefly sucking and making her moan in a way that shot straight to his groin.

"Buffy, baby, you make the sexiest sounds." He moved to her neck and licked his way back up to her jaw. "Let's go home, pet." She stiffened a bit and though his mouth didn't pause, his hands stroked her at a more comforting, less demanding pace. "Nothing too naughty, luv. Just want to hold you all night, too tired to do much else I'm afraid."

He sucked once more behind her ear and when she arched her body into his she didn't think his cock agreed with the whole "too tired" thing.

The feel of his length against her stomach and his lips back on hers made the whole friendship thing seem ridiculous. No way in hell could they ever be friends. The attraction was too hot to be ignored, she was ready for him the second he laid his too sexy, too blue eyes on her. She pressed herself against him tighter and he groaned, rubbing his erection against her slowly.

"Oh, baby, feel what you do to me, feel how much I want you." His hands found her ass and pushed her even closer. "Can we, Buffy, can we please?"

She was nodding before she realized it, her hands found their way under his shirt and she rubbed his nipples making him groan even louder than before. The fact that they were in a hospital waiting room and that Buffy had made the firm decision not to travel down this road with him was all but forgotten.

Until Anya's voice cut through the haze of lust and struck Buffy like a fist.

"I guess Xander doesn't have to stay the night after all, Spike. So you ready to go?"

Buffy sprang away from Spike as if he had burned her and held a shaking hand up to her lips. They stared at each other, Buffy with shock at the realization she'd let things go so far after her pep talk about not allowing Spike loving, and Spike with hope that he'd proved friendship wasn't it for them.

When Buffy finally met his eyes, he knew he'd failed. She was more closed off than before, steely resolve the only thing he could see. His heart sunk and he instinctually made a move to get her to stay. Buffy flinched away and then let out a breath.

"I'm sorry, Spike." She had to look away from his eyes before she could continue. "You've got enough to deal with already without adding me to the mix."

"Buffy-"

"I'll see you later." She turned and walked away quickly, trying to keep from running back to him and saying fuck it all, fuck friends, fuck responsibility, fuck the fact she'd probably have to share him with Xander and Anya. She didn't turn around though.

Spike watched her leave and then turned and glared at Anya. She had the decency to look sheepish. "Sorry, I didn't look up before I walked out. Though, in all fairness, a place this public isn't the best choice if you want to seduce someone who isn't too sure about it."

Spike just sighed and ran a hand through his hair. "You got your car here?" When Anya nodded he stood up straight. "Let's go then, I don't wanna be alone tonight."

Anya just nodded and patted his arm before going to deal with all the paperwork necessary to get Xander released.

***

The whole way home, Buffy replayed the night in her mind. She decided then that she hated her brain. She thought through the situation with Spike so many times, it made no sense to her anymore. The only thing she knew for sure was that she wanted him.

If it were a purely sexual thing, she would just call up Riley and pursue something there. He seemed nice, and he was her usual type. She'd go on a few dates, and that would be it. She wouldn't be lonely, she wouldn't have to deal with the bizarre sexual practices of her boyfriend, just nice, normal Riley.

Shit. Fuck that.

***

Spike was upset. He was frustrated, he was confused, and he was lonely as fuck. Xander and Anya had retired to their room and left him to wonder what the hell had changed Buffy's mind between the alley and their confrontation in the waiting room.

He thought that he had explained everything. He wasn't going to be with them if they were together, he wasn't even with them purely to get laid. He realized that his relationship with Anya and Xander was strange, and that most people wouldn't understand that they couldn't stand for Spike to be lonely anymore than he could. They were there for each other, they loved each other, but Xander and Anya were the couple. Spike was a third wheel, even if he was a very well lubed one.

"Peace offering?"

Spike looked over to see a battered Xander being dragged into his room by a determined and guilty looking Anya.

"Don't think any of us are up to anything much, sweetheart, but I'd love the company."

The uninjured parties helped Xander into Spike's bed and lay down next to him, mindful of his injuries, but also of his need to feel them close.

Anya grabbed onto Spike's hand that was resting on Xander's chest. "I'm really sorry."

Spike smiled softly. It wasn't often Anya admitted that she was wrong, it was even rarer for her to be so sincere about it. "I know, pet, I know. Not your fault." He sighed and looked away until he felt her hand on his face. "She just doesn't want to deal with all of this. How can I bloody blame her?"

Anya didn't have any idea of what to say to that so she just stroked his cheek and leaned in to kiss him.

***

Okay, she could admit it. Spike wasn't going anywhere until she at least attempted something. Buffy angrily pushed the sheets off of her body and stood, pulling on a robe and stomping out into the hall. She could explain the issues, and they'd deal.

It wasn't like he was going to sleep with them while he was trying to be with her.

***

Spike and Anya weren't aware when exactly the kiss had changed from pure friendly comfort to a need they both had to satisfy. All the tension, fear, anger, and guilt they had experienced throughout the day was finally getting a chance to surface. Xander wasn't about to wake up after the pain medication they'd given him kicked in, even with the commotion around him.

Spike pulled the shirt Anya had been wearing up and over her head and she straddled him. "Please, pet, let me in, please."

Spike rarely had sex with Anya when Xander wasn't around, and they'd only done it a few times when Anya was with Xander as a couple. She looked into his eyes and saw the same emotions she'd been bombarded with since she found Xander outside the Bronze and knew that he needed it as much as she did. She sank down onto his shaft and they began to rock together, their foreheads touching.

"We won't leave you, we'll never leave you alone," she whispered

Spike nodded against her and kissed her softly, amazed at the depth of feeling this woman had, who most people assumed thought of nothing but the stock market and the best way to achieve orgasm.

"Love you too, pet."

***

Buffy took a deep breath outside Spike's door and steeled herself. Second decision of the night, and she was pretty sure she could stick to this one. She knocked softly, but got no answer.

"Spike," she whispered, "it's Buffy."

She thought she heard something along the lines of "come in." She opened the door and decided to immediately begin her apology.

"Listen, Spike, I'm-" She looked up at the exact moment Anya and Spike did the same. There was a silent, tense filled second and then they all started to speak at once.

"Buffy, it's not what-"

"He really likes you, I swear!"

"I think I should go."

Anya pushed herself off of Spike and grabbed the sheet to cover herself and Spike made to move for his pants.

"Buffy, please, let me ex-"

She held up a hand, "no, nothing to explain, you already told me everything. I just made a mistake, won't happen again."

She turned and walked away from him for the second time that night, but Spike wasn't about to make the same mistake of not chasing after her. He picked up his pants and tugged them on casting an apologetic glance at Anya who shrugged it off.

"Go find her."