Buffy’s eyes were filled with concern as she went to sit beside Spike on the couch, glancing toward the stairs to be sure that Willow had gone before she put a gentle arm around his shoulder and pulled him slightly closer to her.

“Another nightmare?” she asked sympathetically. “Are you okay?”

Spike was very much *not* okay. He could not remember the last time he had been so utterly and completely terrified. His freedom of movement and speech had been restored, but the helpless feeling of knowing that Willow could take them away again any time she wanted to – the horror of her vicious threat, that he knew all too well that she *could* carry out – the hot sensation in his chest where she had touched him – all still remained to torment him with fear.

Buffy’s comforting touch only made it worse, because he wanted desperately to tell her what had happened, but was afraid of whatever creative retribution the witch’s vengeful mind might come up with, should he disobey her silent command, and reveal the encounter that she wanted kept secret.

Badly shaken by said encounter, he was defensive when he responded, pulling away from her touch and snapping at her irritably, “I can handle a soddin’ nightmare, pet. ‘S nothing for you to concern yourself with.”

*But, God, I *want* you to!* he added desperately in his mind. *Buffy, you’re most likely my only bloody hope! Maybe – maybe I *should* tell her…*

He wondered if Willow could hear his thoughts – and kill him with hers – even from her room upstairs.

Buffy did not take offense; she could clearly see the fear behind his anger, though she did not know its true cause. “O - kaaay,” she said slowly, her eyes seeking his, which he kept carefully averted.

Persistently, her hand reached out and took his, not allowing him to pull it away when he tried. It was only a half-hearted attempt to pull away, anyway. He craved her comfort, but was afraid that accepting it would lead to his confessing the truth to her – and confessing the truth to her would lead an agonizing death.

Buffy frowned; his hand was like ice – even colder than usual – and trembling under her own. “Yeah,” she went on with mild sarcasm. “You’re just fine. That’s why you’re shaking so hard the whole *couch* is moving, and you won’t even look at me, right?”

Spike jerked his betraying hand out of hers and rose quickly from the couch, putting a few feet of distance between them. “Look, I said it’s nothing, love, and it’s nothing. I had a bloody nightmare, ‘s not like it hasn’t happened before. I’ll deal, I just…just…”

“Spike,” she interrupted him firmly, rising to move toward him. “It’s all right…”

“I bloody well know it’s all right, that’s what I’m *telling* you, so why can’t you jut bloody let it be, Slayer! I’m not…”

His words came to an abrupt halt, on the edge of losing control of his spinning emotions, as her soft, strong hands came to rest on his arms, their soothing warmth both steadying him and making him want to fall apart.

“Spike,” she said softly, a gentle invitation in her tone, “you wanna tell me about it?”

He shook his head, not looking at her. “Can’t,” he muttered.

“Sure you can,” she pressed gently.

She glanced toward the door, aware that Xander would be coming home from work any minute now, and while Giles had gone into the kitchen to study for a while, she knew that he could come back into the living room at any time. As much as she wanted to comfort Spike – she did not want to be *caught* comforting Spike.

“Come on,” she said firmly. “Let’s go upstairs to my room.”

“No,” he objected, and she did not miss the flash of fear in his eyes at the suggestion. “I mean it, Slayer, I’m fine!” he insisted, aware that the uncontrolled tremor in his voice was not terribly convincing. “I’m not going up there.”

“Yes, you are,” she said firmly, moving behind him to guide him gently toward the stairs. “You’re my prisoner, remember?” she reminded him, and when his eyes met hers in surprise, he saw only compassion, mixed with a bit of kind teasing, in their emerald depths. “And I say we’re going upstairs. Where we can actually talk.” The firm tone melted into a softer, sweeter sound as she added, “Okay?”

He wanted so badly to tell her what her friend had done; but he was absolutely terrified that the witch would hear their conversation from the next room, or that Buffy would not believe him, or that the decision to tell her would backfire on him in some other horrible way.

But the look in her soft, certain eyes was calming to his battered nerves, and he began to allow himself to think that maybe she could actually help him. After all, he realized, Willow seemed to be planning to kill him regardless, once all was said and done and Faith was defeated, and Buffy did not “need” him anymore.

If he tried to leave, he would face Faith and her lackeys – and violent, gruesome torture and death. If he stayed, he was faced with Willow and her thirst for vengeance – and violent, gruesome torture and death.

And in the midst of all the confusion and fear – there was Buffy.

In the darkness that saturated his life, that surrounded him with a world of fear and pain, she was the radiant light that scattered it all, bringing back a sense of peace and safety that he had not felt for a very long time.

Suddenly, he made his decision. He would tell Buffy what had happened. If anyone could help him at all, it would be her. If there was anyone who could find a way to stop the powerful young witch who wanted so badly to make him suffer, it was the Slayer.

Not that he was at all sure that anyone could do either.

But if he did nothing, he was certain that he was going to die, either way. That was the one thing that he was sure of.

He met her eyes with a tentative resolve, nodding slightly. “Okay,” he relented in a low, trembling voice.

Fortunately, they did not pass any curious Scoobies on the way to Buffy’s room. Buffy carefully closed and locked the door, then turned back to face the anxious vampire standing behind her.

“Okay,” she said softly, walking to him and leading him to the bed to sit down beside her. “You wanna tell me about this dream that’s got you so shaken up?”

He did not meet her eyes for a long moment, as the image of Willow’s cruelly smiling face, warning him against what he was about to do, flashed through his mind. “Buffy,” he began cautiously. “It – it wasn’t a dream. I mean – there *was* a dream, but – that’s not what happened.”

Buffy frowned, confused. “What happened, then? *Something* has you really freaked out.” As she spoke, her hand raised unconsciously to stroke through his hair once in a gesture of tenderness and concern that he found very encouraging.

“I – it was…well…Red,” he admitted in a rush, before he could change his mind and stop himself.

Buffy looked absolutely dumbfounded. “*Willow*? What could Willow possibly do that would have you so scared, Spike?” She paused, thoughtful. “I mean, I know she doesn’t like you much. Okay, she hates you,” she amended at the incredulous look he gave her. “But – come on – it’s *Willow*!”

“Keep your bloody voice down, Slayer!” Spike hissed in a loud whisper, glancing anxiously toward the wall between Buffy’s and the adjoining bedroom – where Willow slept. “If she knows I’m telling you this, she’s gonna…well…she’ll…”

Buffy’s eyes widened in amazement and disbelief. “She’s gonna *what*?” she persisted. “This is *Willow* we’re talking about. She’s not exactly the scariest person around,” she pointed out in a loud whisper to match his.

“Yes,” he replied immediately, his voice flat and his eyes searching hers, begging her to believe him. “She *is* exactly the scariest person around, Buffy. She *is*.”

Buffy just stared at him for a long moment, as if he had completely lost his mind. Much to his dismay, he could see her mouth twitching slightly as she tried to suppress a smile – or a laugh.

In a quiet explosion of frustration and fear, Spike leapt up off the bed, throwing his hands in the air in a helpless gesture, as burst out in exasperation and despair, “I *knew* I shouldn’t have bloody said anything, ,’cause you don’t even believe me, and since you obviously think there’s nothing to it, you’re just gonna go running your head to *her* about it, ha bloody ha, let’s have a good laugh at the delusional vampire, before you ram a bleedin’ stake through his heart, in bloody slow motion just for kicks! And she will, you know!” he informed her, turning from his frantic pacing to point an accusing finger at her, his voice rising with each word, but still hushed, mindful of possible listening ears in the other room.

“She will!” he insisted. “For telling *you* about it! She’ll laugh with you, isn’t it soddin’ hilarious, big bad vampire being scared of little ole me – and the first chance she gets she’ll kill me for it. I shouldn’t have said a word, not a bloody word!” he declared, turning his back on her, shaking his head in disgust at his own actions as he went on, “ ‘Cause the witch is out for blood, pet, and she’s gonna get it, one way or the other, because I killed her bleedin’ wolf-boy, and it doesn’t seem to matter to anyone in this bloody house that it was *self-defense*! He would have killed me if I hadn’t done it, and I don’t know why I don’t just bloody give up, because if *she* doesn’t kill me, then your Watcher will, and if *he* doesn’t, then Faith will, and I am just so bloody sick and tired of *running*, and…and being on the edge of death every soddin’ moment of my bloody unlife, and…and…”

His voice faltered slightly as Buffy reached him, her gentle hands slipping around his waist in a gesture that was protective and comforting, and made an odd lump rise in his throat that made it hard to speak.

“I – I just can’t – I…” he tried, his breath hitching slightly as he lowered his head, closing his eyes.

“Shhh,” she soothed him softly, reaching a hand up to touch his face in a feather-light caress, her thumb tracing over his trembling lips. “It’s all just too much for you,” she summed his whole emotional rant up neatly. “I understand, it’s okay…”

“No, it’s not,” he argues, a bit more subdued now that he had managed to get some things off his chest, but still upset and afraid. “You don’t believe me, and…”

“I never said I didn’t believe you,” she reminded him in a tone of gentle reproof. “You never even finished telling me what happened.” She paused, searching his downcast, glistening blue eyes for a moment before cautiously pressing on, “What happened?”

He raised his eyes to meet hers with a weary sigh, and said in a voice barely over a whisper, “If she knows I told you – she’ll kill me, pet. ‘S that simple. Right?”

“Right,” Buffy conceded reluctantly.

She really had a hard time imagining that Willow could really pose *that* much of a danger to Spike. After all, she was just a rather small human girl, and he was a master vampire. As long as he watched his back, there should not have been any way that Willow could have managed to actually harm him. But for some reason, he was very genuinely terrified of her, and if he did not want her to tell Willow about the conversation, she would promise not to tell her, if only to appease him.

And if she thought there was actually any real threat to him, she would actually keep that promise.

In a halting, hesitant voice, Spike recounted the story of what Willow had said and done in the living room, from reading his thoughts, to her silent instruction not to tell Buffy about the encounter. When he had finished, he forced himself to raise his eyes back to hers, afraid of what he would see there.

She might very well not believe him at all. And if she *did* believe him, he reminded himself dubiously, with an uncomfortable feeling, what was to say that she would even take his side over that of her best friend? Would she even *care* what Willow had done? Against all his fears and misgivings, he lifted his wide, apprehensive eyes to meet hers.

Buffy’s mouth was open slightly, her eyes wide in an expression of shocked disbelief.

“*Willow* did that?” she whispered, and the fact that she remembered to lower her voice was encouraging. “I mean – someone can actually *do* things like that to someone else?”

“An incredibly powerful witch, like Red – yeah,” he affirmed, his expression dark and serious.

“But…Willow’s not even that serious about the whole magic thing,” Buffy protested. “I mean…she just kind of plays around with it, you know?”

“Maybe she *did*,” he countered. “before you left. But, now – she’s doing a lot more than playing, pet. She’s managed to develop quite a bit of power since you’ve been gone.”

“Spike,” Buffy began, and the hesitance in her voice made his heart sink, knowing before she even spoke what sort of response it would be. “Are you sure…are you sure it wasn’t…well, part of the dream? You said you *were* dreaming. Before it happened…”

“Buffy, I’m sure, all right?” he interrupted impatiently. “This really happened! Believe it or not, your meek and mousy little friend has grown up a bit while you were away. She’s got quite a talent for magic, it seems, and she’s aiming it all in *my* direction!”

Buffy sighed, the troubled look in her eyes telling him that she really was not sure what to believe. It just seemed so unreal to her, to think of sweet little Willow, having so much power, and wielding it so ruthlessly.

“Look,” she said wearily, turning away from him toward the door. “I’ll talk to her…okay? I’ll make sure she knows not to…”

“No!” he objected, more forcefully than he had intended, following her toward the door. “Don’t say a bloody word to her, pet, or she’ll…” His voice trailed off when he noticed that she was not paying attention to him at all anymore.

She was staring at the door, a frown of confusion – and rising apprehension – on her face. “I know I…I…” she began, her voice soft and thoughtful, shaking her head a little.

His eyes followed her gaze with a cold feeling of dread in the pit of his stomach, as she finally finished her statement.

“I know I locked that door!”

The door to her bedroom was not only unlocked, but standing an inch or two open.

The sick feeling in Spike’s stomach intensified, as he turned away from the door, raising one hand to his head, feeling suddenly completely overwhelmed by the whole situation. “Bloody hell,” he whispered, shaking his head. He stood like that for a moment, his head in his hand, before he looked up at her, his blue eyes fearful and uncertain.

“Secret’s out, then, pet.”

She looked at him, wide-eyed with disbelief, but growing understanding. “You don’t think Willow…”

“No, love,” he broke in impatiently. “I *know* Willow! I know she did that. She must have heard us.” He looked away and muttered, “Just no telling exactly how *much* she heard.” He paused for a moment before looking back up at her, with a sort of grim acceptance in his eyes.

“Maybe you’d better have that talk with her after all.”