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4 1/2 Years Ago, Sunnydale:

Tuesday was a normal Sunnydale day, filled with sunshine and promise for a great day. The thick clouds of spring had given the residents of Revello Drive a well-deserved break and took a vacation to a far off city in a whole other county. The bright sun shone brilliantly through the trees that were scattered about the front and back yards of the nice, two-story suburban houses and shared it's warm yellow rays with everyone. While most children were outside playing ball or hanging upside down on the monkey bars at the nearby park, two young teenagers sat quietly up in the tree house in the back yard of the Giles' residence doing what every model young adult should be doing-studying. Or trying to, at least.

Will, for some strange reason that he could not figure out for the life of him, could not take his eyes off of his very best friend, Buffy Summers. He watched as the sun's rays reflected off of her bright hazel eyes as she studied the math book intently, as if it held all the answers to all the wonderful questions in the world. Or at least to her homework assignment. At the young age of fourteen and a half, she had been going through the magical process of puberty for at least a year and a half now, but today sitting here in the dusty old tree house, she looked wise beyond her years.

"This makes no sense. God, it's, it's senseless!" She exclaimed, pulling Will out of his stupor. She looked up suddenly to meet his eyes and brushed her long, waist length, golden blonde hair out of her face and behind her shoulder. She was breathing heavily and the small crop top that adorned her creamy flesh dipped dangerously low as she hunched over her books. Will may be her very best friend, but he also was a sixteen year old boy. He simply couldn't stop himself from looking. His blue eyes remained locked on the swells of her breasts that threaten to spill over her top. She was clearly a late bloomer, but there was still enough there for any young man to admire. Besides, he heard Angel mention one time that all you really needed was a handful.

Still caught up in a trance, Will had to blink a few times to clear his vision, and focus on what she was saying.

"No, no, it's not. You just have to concentrate a little more, is all." He told her, reaching for her math book. He examined the algebra problem for a moment and then her sheet of notebook paper on which she tried to calculate the appropriate answer. "You're right. This is senseless."

"See, I tried to tell you, but you were all 'poo poo concentrate a little more, poo poo." She muttered. She had the decency to look sorry when he glared up at her. "Sorry."

Will just smiled playfully and poked her in the side of her ribs with an index finger. She squealed and moved further away from him, grabbing her books with her. He laughed at her and watched as she went back to writing down facts and figures.

She had turned into a very beautiful young woman. There was no doubt about that. A guy would have to be deaf, dumb, and blind to not notice that fact. Too bad she was out of his reach. Which was ironic, considering that she was the closest thing to a girlfriend he really ever had. They did everything together, shared every secret, and knew everything there was to know about each other. He knew that whenever she had a problem she would come straight to him, and he to her. They were like two peas in a pod.

And one pea secretly wrote bloody awful poetry for the other.

He knew, though, that she would never want him the way he was now. As the Nancy boy poet that was her best friend. No, she went for the guys like Angel: the bad boys.

Well, he could do bad too.

"Do you even realize just how beautiful you are?" He suddenly said, instantly regretting it. Her blonde head whipped up so quickly he wondered if she would have whiplash the following day. Hazel eyes met stormy blue ones and locked. A meaningful look passed between the two and for a minute, neither one of them spoke.

"No." She finally breathed barely a whisper. She turned her attention back to her work, acting as if nothing unordinary had occurred.

"You are." He told her sincerely, gauging her reaction. She smiled a bright smile-the kind that lit up her whole face and made her eyes sparkle. She returned her eyes on him once more.

"You too." She said, and meant it. At this, Will ducked his head in shyness. He didn't really believe her. Girls like his Buffy didn't really mean those kinds of things, but only said them in order to spare others' feelings.

"I'm beautiful, am I?" He said with a grin. She couldn't help but grin back.

"Of course."

"But definitely in a manly sort-of-way." She amended off his sarcastically hurt expression.

They both laughed out loud at that.

Buffy saw the look in his eyes. The one that she knew meant that he didn't believe a single word she said. Number 87 on her list of the many facial expressions of William Giles, and their meanings. He thought she was bullshitting him. It amazed Buffy that even now at the age of sixteen, he could be so shy, and think so little of himself. He still thought that he wasn't anything to write home about.

But to her, he was.

He didn't know this, of course, and Buffy wagered that she would probably never tell him either. Expressing repressed feelings of the non-friend variety was dangerous to any friendship. She loved what they had now and didn't want to do anything that would threaten to destroy it. Besides, she was sure that he would never feel the same way about her.

So she would forever hold her peace.

"I mean it, you know." She just wanted to make sure that he had confidence in himself. She did.

His eyes sparkled a bit more than usual, and his full pink lips cracked into a slight smile, barely showing a glimpse of white teeth. "Really, pet?"

"Yeah. I-I mean I've always thought so." She realized exactly how that sounded. "I mean, in a cute, bookish sort-of-way."

His smile faded.

With at least a dozen or so books clutched tightly to her chest, Buffy hurriedly made her way to third period English. Mr. Fowley would surely give her a detention if she was late to his class one more time. The middle-aged, balding man with thick glasses and BO seemed to have it in for her ever since she proved him whole on a particular thesis about women's studies last year. Sometimes male English teachers should really lay off the whole 1970s women's power trips. Too much knowledge could sometimes be a bad thing. It was a shame that she had to have the worst teacher in the Northern Hemisphere for her favorite subject in school. Sometimes the God worked in weird and twisted ways.

The warning bell sounded throughout the hallways. Cursing under her breath, the petite blonde walked as fast as her thin legs could take her without breaking out into a full-fledged sprint. As she approached a corner, two slim figures stepped into her path.

"Buffy, sweetie, where to in such a hurry?" Cordelia asked, mock-innocence in her voice. She not so casually flipped her long, dark, and very well taken care of hair over one shoulder, showing off her new diamond earrings that daddy had spent a fortune on last weekend.

"To class. If I'm late to Fowley's class one more time, he'll kill me." Buffy informed her, not really in the mood to trade blows with Sunnydale High's very own Queen C.

"Awww. Quite the model citizen, aren't we?" Harmony Kendall, resident air-head questioned with an evil smile.

Buffy was silent as she took a step forward to make her way around the two girls. She almost made it all the way past them, when Cordy again blocked her way. The taller brunette placed her hands on her curvy hips and smiled a seemingly polite smile to the shorter golden blonde. Buffy sighed loudly, cursing the luck she was having today.

"Cordy, Harmony, I really need to get to class. So, if you'll just excuse me..."

"But Buffy, I was really hoping we could have that little chat today. You know, the one concerning you're very unfortunate taste in clothing." She continued, eyeing the other girl up and down with a look of disgust on her face. "It's nice to know you've seen the softer side of Sears."

The two girls snickered. They obviously were not planning on letting Buffy get to class any time soon.

Buffy just stood there, silently waiting for the next insult that she was sure was coming. She knew exactly where this conversation was heading. God, this had to be the worst day of her life!

"We're only trying to help. It's our duty as head cheerleaders to use our powers to help others less fortunate than ourselves. And you definitely fall into that category. " Harmony intervened, playing sheep to her role model, and best friend Cordy.

Buffy's face was a mask of confusion and total annoyance. She would give anything for some huge meteor to fall from the sky and bury the two 'bimbos' in a crater the size of a small town. At this, a smile almost formed on her lips. She could see the imagery in head blonde head now. It would be on the front of the Sunnydale Times.

GIANT METEOR CRASHES TO EARTH, SUNNYDALE TWO BIMBOS LESS.

But at this point she wasn't completely sure that would stop their incessant babbling either.

"What power would that be?" She asked, convinced that she had had enough of this constant torture. A girl could only be pushed so far. "'Cause obviously it doesn't involve using your brain a whole lot."

"Oh, Buffy, such the class clown this morning. Tell me, is there anything you can't do?" Cordy mused, not affected in the least by Buffy's comment. "Oh, yes, I almost forgot that you couldn’t get a date if your life depended on it. You going to winter formal?"

Buffy was about to respond when Harmony cut in.

"Of course not. Who would ever stoop that low as to ask her to the winter formal?"

Buffy fought back the pending tears with every ounce of strength she had. She made a promise to herself a long time ago. A promise that she would stick with. She would NEVER let them see her cry. They would never get the benefit of the doubt.

Buffy was about to respond, when someone cut her off again. 'God, what does it take to get one whole sentence finished around here?'

"Cordelia, Harm, so nice to see you." Will said coming up to stand beside his best friend.

The two cheerleaders let their gaze settle on the newcomer. They snorted with repressed laugher.

"No, it's really not." Cordy replied.

"Yeah, didn't really think so, either." He told them, sarcasm evident in his sexy British accent.

'Wait, sexy?' Buffy thought to herself. 'No, not sexy, friendly.' She corrected herself.

"Buffy was just about to tell us about her drop-dead gorgeous date for winter formal." Harmony informed him, giggling humorously.

Buffy averted her eyes from her tortures, looking down at her mud-stained sneakers. Why did they always insist on torturing her? It wasn't like she ever did anything to them.

"Oh really?" Will asked, amused. All the girls looked at him, expectantly.

"Yeah, she just wouldn't shut up about him. Apparently he has the most delicious butt." Cordy smiled while sparing Buffy a glance. After a moment, her chocolate brown eyes returned again to William.

"Is that right, luv?" He asked Buffy. She could tell that he was up to something. "Well, it's nice to know that a bloke's appreciated. Or at least a certain part of his anatomy is anyway" He joked, wrapping an arm around the petite blonde. She looked up at him, surprised.

"Whoa, whoa, whoa!" Cordy exclaimed, putting up her hands in a stance of total confusion. What the hell was going on?

"You're the guy? Buffy's date? The date of Buffy? The date guy who happens to be taking Buffy to the winter formal?" Harmony asked incredulously. 'Buffy Summers had a date? And I have yet to be asked?'

"That's right, I'm that guy, ladies. I'll be accompanying the very beautiful Ms. Summers to the Sunnydale High winter formal three weeks from now, where we will drink punch and dance 'til our arses bloody 'urt. I personally don't really see why there's so much fuss over one sodden' dance, but it's important to Buffy, so you can count me in." Will smiled proudly, squeezing her tiny shoulders tightly against his body, which, Buffy was trying her hardest not to notice, had filled out quite nicely.

"You cannot be serious!" Cordy said vehemently, narrowing her dark eyes at the couple in question.

"As a bloody heart attack." Will replied calmly, like it was the most obvious thing in the world.

"What is this, bizarro world?" Cordy asked, throwing up her hands in annoyance. "I mean, is there some kinda geek fan club that supports these crazy, demented things? If Buffy Summers goes to winter formal, it could throw the entire universe out of whack!"

"In what way? The Cordettes lose the spotlight for one night? I feel real bad for ya, pet. Really, I do. It would be devastating to learn that the proverbial scales of popular and nerd are tipped. Life just wouldn't be complete without the status of Queen C hanging over your head, would it?" He retorted, his voice dripping with sarcasm.

And for once in her life, Cordelia Chase didn't have a comeback.

And the rest is silence.

" Cordelia, pet, I think you're thinking about this all wrong. You should be happy for Buffy, here. It's a big day for her. I mean, it's not everyday that someone like you gets surpassed by someone like Buffy." He continued his rant, stopping for a quick intake of much needed oxygen. He was waving his free hand about to make his point.

"What the hell is that supposed to mean?" She asked, outraged at what he was implying. Her hands immediately flew to her hips in a stance of complete frustration.

"Oh, nothing." Will said in mock surrender. "Just that you always seem get cast aside for the innocence ones."

Cordy gasped in alarm when he referred to her brief fling with their very own Alexander Harris, which she liked to refer to as her temporary lapse of sanity. He had cheated on her with his best friend, Willow-the fiery redhead. She still didn't understand why anyone would want to cheat on her, let alone with someone like that geeky bookworm.

"Yeah, well, at least she's not a big, ugly, stupid, super freak!" Harmony defended her best friend, and idol.

Buffy snorted with laugher. She looked up at the other three people discussing her dating life, still giggling like mad. All eyes turned to her.

"Rick James, much?" She asked before bursting out in a full-fledged laugh, complete with the occasional unladylike snort. Will chuckled softly.

The two girls fumed with anger. Buffy and Will watched with amusement as Cordy started to say something. She opened and closed her mouth about four or five times before giving up and stumping away.

Harmony watched her friend leave. She then turned back to look at Buffy and Will. 'If looks could kill." Buffy thought. "That's just great. Just great! Just look at what you've done now. I hope you two feel real good right now."

"As a matter of fact, ducks, we do." The two chuckled loudly again.

"I hope you two are very happy together!" She exclaimed, turning to follow her friend down the hall.

After they were gone, Will let go of Buffy and took a step back. He stood there, silent, until all at once, he let out the biggest roar of laughter, Buffy had ever heard. His blonde head tilted back, revealing the soft skin of his neck and bobbing Adam's apple. Pearly whites glinted through slightly parted lips, and his stormy blue eyes dancing with mischief as she finally caught his gaze.

Will looked back to his best friend and realized that she was staring at him like he had grown another head. His laughter died down abruptly. Silence returned.

"What?" He asked, unsure of why she was looking at him like that. "Oh, come on, goldilocks, you can't tell me that wasn't the funniest thing you've ever seen?"

She tried hard not to laugh. She really did. But she knew it was hopeless. It really was funny.

"Did you see the way Harmony stomped away all angry like she had some stake rammed up her butt?" She laughed, covering her mouth with the hand that wasn't holding a massive amount of books.

"And the way Cordelia got offended that you had a date to the winter formal?" Will commented, still laughing.

Buffy laughter died down though. "Do I really have a date for the winter formal?" She asked quietly, almost too shy to find out. Had he really meant all those things he said, or was he just trying to get one over on the ice queen? Did it really matter to her anyway?

Hell yes!

Will, who had stopped laughing once he realized she wanted to ask him something, smiled handsomely. "'Course, luv. Couldn't let my favorite girl sit home alone, depressed and eating a whole pint of Chubby Hubby, now could I? Besides s'not like I'll be during anything important anyway." That was the real reason why he wanted to take her. It wasn't the fact that the thought of being alone with a beautifully dressed-and possibly only partly clad Buffy, while he held her close as they danced to a slow song. Nope, that wasn't it at all. He only hoped that his little transformation would be complete by then.

"Hey, I would so not be depressed about some stupid dance." She retorted jokingly.

"Well, if it's so stupid, I pro'lly shouldn't make you sit through something you loathe so much..." Will trailed off, knowing he was pulling her strings.

"No!" She blurted out quickly. Then smiling, she amended: "I think I could mange to sit through one night of dancing fun." Truth was that she had wanted to go to the dance for quite some time now. Didn't every teenage girl though? And if she got to go with Will, that was a bonus. Besides, it was not even a date really. Just a friendly thing to do together. Neither of them wanted it to be a date.

Really.

Will smiled back. "Only if you're sure, luv."

"I'm sure."

"Ok then, how 'bout we get you to class before you're so late, Mr. Fowley sends out a search party for his favorite student." He said, reaching out to relieve her of the weight of the large textbooks. "Here, let me 'elp you with those." She gratefully thanked him.

"No problem, luv."





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