A/N: Thanks to my lovely Beta AthenaHahn

“Worse than being killed and turned into a vampire?” Buffy asked.

“Yeah… way worse.  Especially to a young Victorian lad like myself,”  Spike muttered quietly.  Taking a deep, but unneeded breath, Spike continued.  “The next thing I knew, I was lying in my coffin.  Thought at first it was a practical joke, but I quickly discovered that I didn’t need to breathe.   And it was easy to dig my way out, so I figured out I was super strong as well.  Then there was the hunger.  Not just the ‘I’m hungry, I should eat something’ hunger.  But the ‘I’m gonna die if I don’t eat something NOW’ hunger.” 

“Ahhh, you mean like a teenager?” Buffy quipped.

“Worse love, very much worse.” Spike rubbed the back of his neck with one hand.  “Anyway, there I am, digging myself up out of my coffin, my hands just breaking free of the soil, when I’m yanked upwards rather abruptly.  And there he was, the giant poof.”

“You mean he just yanked you up out of the ground?  Like you were a carrot or something?” Buffy asked indignantly.  

“Yup.  And lemme tell ya, it wasn’t pleasant.” Spike buried his head against Buffy’s chest and whispered the next part. 

“Umm… excuse me, what did you say?” Buffy tapped him on the top of his head. 

Spike mumbled again, his words muffled against Buffy’s skin. 

“Okay, mumbly.  Lift that head and speak clearly please.”  Buffy requested.   

“Luv, I don’t think I need to be sharing everything’ that happened to me in the past 120 years… and you sure as hell don’t need to be hearing’ of the poof’s depravity against the helpless.” Spike looked at her beseechingly. 

“Okay Spike.  You are right.  What I need to know is why you aren’t all with the killing of the innocents.  And in fact seem hell-bent on protecting said innocents.”  Buffy said. 

Spike nodded and whispered, “Ta Luv.   It’s not something I really enjoyed the first time round and I sure don’t enjoy reliving it.” 

Buffy simply nodded and ran her fingers through Spike’s hair, loosening the curls and playing with them. 

Spike nuzzled her chest for a moment, just enjoying the feel of her fingers in his hair.  “Okay pet, here goes the whys and wherefores of me being all soft.” 

Buffy giggled softly, “From where I’m sitting Spike, you don’t feel soft.” 

Spike smirked and gave a sharp thrust upwards.  “What can I say pet, you seem to inspire me to all kinds of hardness.” 

Buffy blushed hotly and smacked him on the shoulder.  “SPIKE!” 

Giving a wry chuckle, Spike winked and continued, “Well, shortly after Angelus was finished informing me of my place in the ‘family’, I did everything in my power to convince them that I had no living family.  Seems the poof had a yen for killing families.  I managed to convince them, thank God.” 

Buffy nodded.  “I’ve heard of the things he did to his own family when he was turned.  It’s a good thing he believed you when you told him you didn’t have any family.” 

“Yeah, I know.  He bragged about it for damned near 20 years.”  Spike sighed softly.  “Damned poof, always needing to be told how evil and perfect he is…”  Spike trailed off into silence for a moment, clearly gathering his thoughts.  “Okay, I spent a little over 20 years with the idiot brigade, which consisted of Angelus, his Sire Darla, and his Childe Drusilla.  Nothing I did seemed to be evil enough for the wanker.  Either that or he seemed to enjoy putting me in my place.  And he did that a hell of a lot.” 

Buffy simply sat on his lap, looking at his face, absorbing his every facial expression, which told her more than his words did. 

“Round about the start of the 21st year with the tiresome trio, I heard about Slayers.”  Spike snickered.  “One thing you got to know love.  It ain’t about the killing and the feeding for me.   It’s about the fight.  And I do love a good fight.  Anyway, I decided to see if I could find me one of these Slayers.” 

Buffy poked him sharply in the chest.  “You went LOOKING for a Slayer?  Death wish much Blondie?” 

“Still here ain’t I pet?  Got to say though, it was the best fight I’d ever had to that point.  Ran across the bint in China during the Boxer Rebellion.  We fought; she sliced me with her sword.  Which is where I got this scar by the way.”  Spike ran one finger across the scar on his eyebrow.  “I managed to get close enough to bite her, and just before my fangs entered her throat, she said something to me which I never did understand.  I drained her, and walked out.   Then proceeded to kick the living shit out of the poof.” 

Buffy grinned, “Got a little of your own back then huh?” 

“Sorta. See what I didn’t know was that a couple years prior the idiot decided that gypsies were the thing to play with.  He picked on the wrong girl, and they decided to get revenge.  They cursed him with a soul.” 

“Wait a sec, he killed one of their own… and they gave him his soul for it?” Buffy asked consternation in her eyes.

 

“Didn’t say it was HIS soul, now did I… just said A soul.  Shoulda known something was up, he was almost trying too hard to be the big evil he used to be.”  Spike mused.

“At any rate, after I kicked his arse, I took off.  Decided to head off on my own, do some contemplation on what my existence should be now, ya know?  Traveled around a bit, found out that kicking demon arse was more of a challenge than fighting humans.  Took up the hunt for the nasties that preyed on innocent people.   Ran that way for a few decades, looking in on my human family every so often, making sure they were okay.  That’s how I ran across the Watcher.  He was being chased by some ugly-assed demon named Elgion or something like that.  Saved his arse, found out he was related to me, and the rest is history.”  Spike shrugged.  “When he was sent here, I followed him.  Kept him outta as much trouble as I could, then he hooked up with the kids and whatnot.  Met Joyce and the Bit.  Now I just keep them outta trouble as much as I can.  Kill the things that try and hurt em, all kinds of stuff like that.”  Spike trailed off, his mind elsewhere. 

“So, its 'cause Giles is family that you help him, but you started helping people long before that.   Ya know Spike; I think you are just one of the few demons who actually have a conscience.  I like it.”  Buffy tried to stifle a yawn. 

“Here now, I’ve kept you up listening to me ramble on.  You need to get some sleep pet.”  Spike said. 

“I think I do,  guess I should go look for a hotel or something.”  Buffy said, yawning again. 

“Nothing doin' pet.  You can sleep here.  In fact…”  Spike trailed off, as he stood up, holding Buffy in his arms as he did so.  “You can crash in my bed.  Promise not to take advantage love.” 

Buffy didn’t reply, as she had fallen fast asleep, cradled in Spike’s arms.