A/N: I dug writing this chapter, it was good times. Anyhow, if this trend keeps up, you can expect a chapter a day for a while. Please keep reviewing, I’d like to know what people would like to see happen and whether or not they like it at all. Yay for more flashbacks next time, but none here, just a good deal of smut and angst.

-Bob Dylan, All I Really Wanna Do

"Buffy, baby, I want you so much right now."

She could feel his hardness against her stomach and it excited her, it had been so long since she'd been with someone. She wanted so much to give in to him but she knew it wasn't the right time for either of them. Reluctantly she pulled herself off of him and held his face between her hands trying to pull her lips away from his.

"Riley, me too, but-"

"It's ok, Buffy. I know, just thinking with something else."

She smiled at him and kissed him softly once more. "So was I, but I'm not ready just yet." She pulled back. "Soon."

Riley smiled back. "Really?" Then he tried to act unaffected, Buffy thought it was the worst acting she'd ever seen, but she was amused none the less.

"Really," she said smiling brightly before giving him a last kiss and going in the house.

Riley grinned goofily and walked to his car.

***

"Buffy?" Spike asked, knocking softly on her open door.

"Yeah?" She turned around and her smile widened as she saw him. "Hey, Spike, what's up?"

He shuffled into her room nervously and shut the door. He'd been working himself up to this conversation for hours now and he decided he couldn't wait until tomorrow. He prayed she'd come home after her date and not go off to shag captain cardboard before he had a chance to talk to her. He started to play with some of the picture frames on her dresser while he worked up the nerve to speak.

"Just wanna hang out or..." Buffy was too happy at the moment to be worried about his behavior, as it was she settled for mildly amused and a little confused.

"No, I needed to talk to you about something... Um, kind of important."

"Well, come sit down, I actually wanted to talk to you too, just thought you'd be asleep by now."

He smiled weakly and sat next to her, trying not to let her nearness destroy the speech he'd planned in his bedroom minutes before. "You go first." Coward!

She couldn't keep the dreamy grin that spread across her face from doing so. "Well, it's kind of weird, and I'd ask Tara and Willow what they thought, but I need a man's opinion."

He was getting worried now, it sounded like a "what do I get my boyfriend for Christmas" or a "how far can I take this without seeming like a slut" question. He prayed to whoever would listen it wasn't the latter. He didn't think he could deal with that after his night of hellish recollections and preparation.

"Shoot, luv." Please, please, please, please....

"I kind of want to sleep with Riley."

"Let me guess, you want to know how long you should wait so that he doesn't think you're easy?"

Buffy looked a little shy and nodded. He was glad she seemed to miss the pain in his voice. "I mean, we've been going out for a while, it's not like we're virgins or anything. He wants to, but I'm not sure."

Spike looked at his hands to keep from getting all emotional and acting like an ass in front of her. She wanted a friend, he promised to act like one. This was the kind of advice friends gave, so he was going to do the best he could. He should have known this was a fucked idea from the start.

"The way you look right now, I'm guessing you like him a bit more than you let on last night."

"Well, it's just, tonight was really fun, better than it's ever been. I'm starting to think that maybe there could be something more than just a temporary boyfriend thing here."

Inside Spike was screaming. Outside he seemed like the perfect friend, considerate and caring. He cleared his throat to try to keep out any emotional outbursts. "Does he seem like he wants a relationship that might last a long time?"

"Yeah, I mean, I was really standoffish at first. He really wanted to make things official between us from almost the beginning, but I held off. I don't think he's in it just for the sex, but that can change a lot of things."

"That it can, luv." Spike risked a glance at her face and saw that she really did look happy, it both pained and delighted him to see her that way. "I'd say go for it, I mean, you both want it." He paused when he saw something flicker across her face that he couldn't identify. "What's holding you back, I don't think that's all there is."

She looked down and her expression clouded. "It's just, I like him, and he's good to me, but there's something missing."

Spike got it then, she wanted sparks, and while Riley was good man, he wasn't setting her on fire. "Not everybody finds someone that does that for them, Buffy, at least, not someone who does that and is good for them."

"But we-"

"Shh," he put a finger to her lips and shook his head. "No, luv, don't do that." He brought his other hand up to stroke her hair and brush a few stray strands back. "We're done with that fantasy, yeah?"

She nodded her head and sighed. "I'm sorry."

"Don't be, pet. Just want you to be happy. You never know, this bloke may strike something inside you after all. Gotta give him a chance though."

"Yeah, I know. It's just hard, to not hold anything back with someone, I'm not sure I can do it."

"He's not asking you to. Go slow, find your own rhythm. Everything will work itself out."

Buffy looked at Spike and realized really for the first time how much he really cared about her. "You're really good at this."

He forced a chuckle to break the serious mood and stood up. "I'm good at everything I do, lamb."

"Whatever." He started to walk away and she called out to him. "Hey, what did you want to tell me?"

Spike swallowed and looked back at her. "Nothin' important, luv. Sweet dreams."

"You too, Spike. Thanks."

"Anytime," he said softly before closing the door as his heart clenched painfully in his chest.

***

Spike didn't come out of his room the next day until Buffy had left in the afternoon to meet Riley. She was a little disappointed that she didn't get to see him before the big day, but she figured he must have slept late. In truth, she wanted to give him one last chance to tell her not to sleep with Riley. She didn't understand how he was so indifferent to the whole situation, she thought he would have decided to shirk all logic and take her then and there. Part of her was happy that he did what he did. He was going to move on, and so was she, they would be happier for it.

This was a very small part of her.

When Spike did finally emerge from his hiding place he went straight to Xander. He walked into the brunette's room and closed the door behind him before crawling under the covers with him. After a long night with Anya, Xander was dead tired, he didn't understand how his girlfriend could get up only a few hours after they went to sleep to go to work. He wasn't about to move until at least four in the afternoon. The presence of an affectionate Spike put a but of a damper in his plans, but sleep was nothing compared to the things his tongue could do.

"Will?"

"Yeah, Xand?" Spike asked, placing a few more open-mouthed kisses on the back of his neck.

"What's going on?"

"Just lonely, 's all. Didn't know I needed a bloody excuse," he said a little bitterly pulling away and facing the ceiling.

"Hey, Will, I'm sorry, just a little confused, I thought you were gonna talk to Buffy today."

At the mention of her name Spike flinched. He rolled onto his side and propped himself up on his elbow so that he could look at Xander. "I did last night."

When he didn't say anymore Xander rolled his eyes. "And?"

Spike tried to lean down and kiss him, but Xander evaded his lips. "Nice try, tell me what happened or no Xander lovin'."

Spike rolled again onto his back and let out a deep breath. "Before I could say anything to her she was asking if I thought it was ok to sleep with that tosser of hers."

"Oh, man, I'm sorry, Will."

"Yeah, well, couldn't say I shouldn't have expected it. I walk in and she's all dreamy eyed and happy. God, I'm such an idiot."

Xander rolled over and put both hands on the side of his friend's face. "No you're not, you really liked a girl, you didn't think you were ready, somebody else got there first. Isn't the first time this has happened to one of us, probably won't be the last. For you anyway."

"Yeah, you're all set up aren't you. Lucky, Xander, got a girlfriend and a cock to satisfy all your depraved needs."

"Don't forget that cock's attached to my best friend whom I love."

Spike looked up and smiled genuinely for the first time since he walked into Buffy's room the night before. Xander bent down to kiss Spike gently. "Thank you, Xand."

"Hey, no problem, I'm fixit man, just bring me all your broken hearts and I'll mend 'em."

"Yeah, how many is this now, three?"

"Four, don't forget Cecily."

"Oh, bloody hell, that bint barely bumped the thing compared to what came later." Xander bent down again and this time they both deepened the kiss until both of them were panting for breath. Xander reached down to tug at Spike's pants but he stopped him. "Is this ok, I mean, Anya-"

"Would understand," he said before reaching in and pulling out Spike's cock. "God, you're so hard already."

"Yeah, pet, love that mouth of yours."

Xander grinned and ducked beneath the covers to take Spike in his mouth. "Oh, fuck, Xand, you're so bloody good to me."

He licked him up and down a few more times before sitting up and reaching into his bedside table for the lube. "Put it on me, Will."

Spike smiled and stroked Xander's cock with the oil getting it slick while making him even harder. He bent and licked up the precum that had gathered. "Stop, Will, stop, I've got to be inside you."

Spike removed his pants completely and groaned loudly when Xander pushed first one finger, then two inside. "I'm ready, I'm ready, just do it, pet, please."

Xander thrust in quickly and they both cried out. "Ohh, oh fuck, Will." He began to stroke Spike in time with his thrusts and soon both of them were barely hanging on. "I'm gonna cum, do it with me, Will, please."

Spike pushed back on Xander's cock and cried out as he felt his friend's spunk begin to fill him. His ejaculate spurted onto his stomach and chest. They lay together finding their breath. Finally, Xander pulled out gently and lay down next to him, pulling Spike against his chest.

After a few moments of silence, Xander finally spoke. "You'll find someone else, Will, someone that'll love you like you deserve."

"I don't know. Who wants to deal with the mess I've made of myself? I don't even like to think about it too hard. Fuck, I really think I love her, Xand."

Xander just stroked his hair and kissed him softly. "Just time then." Spike groaned next to him and Xander smiled. "But, a little jack always speeds things up."

"I like the way you're thinking, mate."

***

Anya met them at O'Donnell's Pub once she got off of work. They were already plastered.

"Hey, baby!" Xander yelled out right as she walked in, he sauntered up to her and draped a heavy arm across her shoulders as he led he to the booth he and Spike were at in the back.

"Oh, luv, come over here, Spike's got a right big prezzie for you, lamb." Anya looked suspicious but moved to sit next to him anyway. He pulled her into his lap and nuzzled her neck while Xander slid in next to them and slid his hand up her skirt under the table. She could feel just how big Spike's present was as it prodded her quite insistently in the ass.

"Boys, have you been naughty while I was away?"

Spike rolled his tongue under his teeth and smiled lasciviously while Xander put on his best puppy dog face. She rolled her eyes and took a large swig of the bourbon in front of Spike. “Well, you better let me get really drunk before I’m willing to play with you here.”

Spike was rubbing his hardness up against her bottom and in spite of the public nature of it, Anya was getting pretty hot. Xander’s hand rubbing circles around her clit weren’t helping the matter. Suddenly she realized something. “Spike, what the hell are you doing?”

Spike pulled his face out from her hair and stopped his lower body’s motions. “What do you mean, luv, you want me to stop?”

“No, I didn’t say stop, I’m just wondering why you’re here getting off in public with Xander and me and not getting off in private with Buffy. I thought you were going to talk to her.”

Spike hung his head and Xander put a comforting hand on his cheek. “It didn’t go so well for bleach boy. He’s a little upset, thought maybe we could cheer him up. You know how he loves sex in public places.”

Anya smirked and ground her bottom into his groin eliciting a pleased groan from Spike. “I’m sorry, Spike, but Xander and I will be glad to give you drunken orgasms to get over her.”

“Love that bluntness, pet,” he said before licking a line from her neck to her ear. Luckily, O’Donnell’s was one of the few places in Sunnydale that didn’t mind a little, well ok, a lot of public displays of affection. It was the only place that Xander, Spike, and Anya felt comfortable being affectionate with each other in. After the incident at the Bronze, Spike was a little wary, but Xander had convinced him, reminding him that they would all be together tonight.

Anya lifted her skirt a little and Xander pulled off her panties and stuck them in his pocket. They had mastered the art of sex in laps while sitting in booths after Spike had insisted they go on a public sex rampage while they were still in high school. Spike reached under Anya to unfasten his belt and unzip his fly. His cock sprang up and Anya quickly sunk down. He thrust shallowly into her while she ground down on him making it as seemingly innocent as they possibly could.

Spike’s hand reached across Anya to grasp Xander through his pants and stroke him. They alternated kissing partners and soon enough the excitement of getting away with something so naughty and the fact they knew each other’s bodies better than anyone led them all to a shuddering but quiet climax. Xander managed to grab a napkin at the last moment to catch his cum in while Spike and Anya held on tight.

Anya took a long swallow of the Jack Daniel’s that Xander was drinking and soon they were all dizzy and satiated. They cuddled together in the booth while Spike and Anya discussed his love life, or lack thereof. Around midnight they decided to call it a night and head home to Spike’s large and very comfortable bed.

***

The threesome stumbled into the house noisily almost knocking down the coat rack as they attempted to shush each other and hang up their coats simultaneously. They paused in the hallway for gropes and kisses and finally they made their way to Spike’s bedroom door. He pushed them inside then went into the kitchen to get some water. The last sober bit of his brain knew he’d have the hangover from hell in the morning, and he wanted to be at least a little prepared.

As he was walking back to his room, Buffy and Riley slipped quietly inside. They giggled a little and kissed in the foyer while Spike watched. He’d already cried a little on Anya’s shoulder that night, but now, seeing them in the flesh together, watching the way he put his hands on her like he wanted to possess her, it snapped something inside of him.

He dropped the glass and it shattered on the wood floor, startling the couple from their embrace. Buffy looked up to see a teary Spike standing in the middle of shattered glass.

“Spike?”

He didn’t say anything, just turned to stumble into his room, but he stepped directly on a few shards of glass and let out a howl that only a drunk could manage.

He stumbled back into the wall and stepped on more. Finally, he fell onto his back just as Buffy crossed the hall to help him. She checked to see that there was no glass underneath her, then knelt next to him. “Spike, are you ok?”

“Bleeding, buggering, fuck! Fucking, fucked motherfucker!” He covered his face with his hands and Buffy heard Xander and Anya poke their heads out of his bedroom.

“What did you do to him?” Anya shrieked.

It was then that Buffy noticed that they were all seriously wasted. Xander was leaning heavily on Anya who was swaying and holding herself up on the door. Spike was sobbing and he couldn’t seem to sit up. Buffy looked up at Anya. “He dropped a glass I think, and then he forgot and stepped on it.”

By this time Riley had swept the glass into a corner with his shoe and was standing next to Buffy. “Do you want me to get him into the kitchen?”

Buffy squeezed her eyes shut. This had to be the most humiliating situation for Spike, being helped by her boyfriend. “Yeah, let me help you, we’ll just get him under the arms.”

They moved to grab him and Spike let out a cry as he tried to stand and the glass cut deeper into his feet. “Shh, Spike, we’re going to do all the work, just don’t move your feet.”

He nodded and they picked him up with a little difficulty and sat him down on the counter next to the sink.

Buffy told Riley to just sit down, the night was ruined, she wanted him to just go home, but she felt guilty about the whole thing. Spike obviously did care, a lot, but if he did, he shouldn’t have told her to move on with someone else.

She came to him and pulled up his foot to examine the bottom. Luckily there were just a few large shards and not a bunch of little ones. She pulled them out quickly and tried to comfort him with a hand to his head. She was nearly finished cleaning them when he finally started to speak.

“Oh, God, Buffy, I’m sorry.” He tried to reach out to her but his hand swiped at air. “God, I’m such a royal fuck-up, you made the right bloody choice.”

“Shh, Spike, it’s ok-”

“No, it’s not ok, it’s not ever gonna be ok, I fucking love you Buffy, I do, I swear it!” She looked frantically at Riley who looked stunned.

“Maybe I should go.”

“No-”

“Yeah, mate, maybe you should!”

“Spike!”

He looked at her drunkenly, his eyes a little out of focus. “What? You want me to lie, say I give you my goddamn blessing?! Well I bloody well don’t!” He grabbed her hands. “I can change, Buffy, I wanted to tell you before, but I was a coward. I want to change for you, be the man you deserve.”

“Spike, shut-up, you’re drunk and you don’t know what you’re saying.” He moved to speak but she held up a hand. “No, you just stay here for a minute, I’ll be back.”

She turned to Riley and motioned for them to go into the hall, she heard him move to stand. “If you get off that fucking counter, Spike, the pain in your feet is going to make you pass out. Sit down!”

She pulled Riley out and took a deep breath. “I’m so sorry about all this.”

“Hey, it’s not your fault.”

“I’m still sorry.”

Riley looked away and grabbed Buffy’s hands. “Look, Buffy, I’m not sure about all this.”

“What do you mean?”

“I just... I think maybe we should wait a bit. I think tonight’s given us a lot to think about.”

Buffy squeezed his hands tighter. “No, what he’s saying, he doesn’t mean it, he’s just really drunk.”

“I’m not stupid Buffy, and I’m not giving up either. All I’m saying is, I want you to be there completely when it happens, and it looks like you’ve got some things to either make clear to him, or make clear to me before you can be with anyone.”

Buffy didn’t know what to say, so she remained silent as Riley kissed her softly then grabbed his coat and walked outside.

She stood in the hall for a minute before she went back in to face Spike. He was passed out on the counter, his feet had stopped bleeding, but she knew they were going to hurt like hell for a while. She went into his bedroom and grabbed a worried Xander and Anya to help her carry him to bed.

They decided to go to their own bed and Buffy was left to make sure he had water for the morning and some aspirin. She pushed some of his stray curls off his forehead and bent to kiss him.

“You say you want to change, Spike, but you never do anything to convince me you can.” She sat with him a little while longer before she stood to go to her own bed. She bent down and kissed him again. “But if you can... I think I might love you too.”