Her heart was in her eyes - confusion, pleading, hurt, guilt, love and just about anything else he could imagine as an emotion. And he couldn't bear to see it.

She was the guilty party. He was the hurt one. So why did he feel like it was all his fault?

About halfway through their first set, she'd left. Still alone. At least he could take comfort in the fact that she wasn't with Xander. Well, in front of him anyway. Although it hadn't done much for his playing. Once she'd gone, all he could do was think about her.

"Oz. You suck. What's going on?" Devon glared at him.

"Sorry."

"What's up, man?"

Their drummer nodded his head knowingly, "Girl trouble."

"Yeah," the bassist added. "His girlfriend's cheating on him. It's always the quiet ones Oz. Ya gotta watch out for them."

He focused on his guitar, ignoring their ribbing. "We done for tonight?'

Devon nodded. "Yeah. I'm bailin'." He flipped the key to Oz. "Lock up behind you." The rest of the band trailed him off the stage. Oz sat on the edge of it, gently placing his guitar in the case.

"Hi."

He looked up smiling. Until it all came rushing back to him. His smile faded. "Hello."

"Can we talk?"

"No."

She reached out and touched his arm.

He pulled away as if burned.

Tears filled her eyes. "Will you listen then? You don't have to say anything." His silence was her only answer. "O…okay. About me and Xander." She cleared her throat nervously. "I was scared. And we didn't know what was going to happen. And we've been…been friends for a long time. And in the heat of the moment…"

"How many moments Willow?"

"You spoke."

"How many moments?"

"A few."

"That's a lot of heat."

"It was never deliberate. And never to hurt anybody. I would give anything not to have hurt you." She sniffed back her tears. "But I didn't know how to stop it. Or if I wanted it to stop."

"That's exactly what I didn't want to hear."

"I…he's what I wanted for so long…"

"And now you have him."

"But he's not who I want anymore." She raised her hand to stroke his hair, but dropped it before making contact. "I've been sitting in my room thinking. About you. And him. And me. Xander's my friend. My best friend. But that's all."

"That's what you promised me before we started this. You were over him."

"We saw each other differently."

He laughed bitterly, surprised at his own anger. "Differently. He's ignored the fact that you're a woman your whole life."

"I looked different in that dress…"

"Dress? Homecoming?" He jumped off the stage, furious now. "Homecoming? Is that when this started?"

"Oz…"

"Jesus Willow!" He threw his pick across the room. "That was three weeks ago!" He growled through gritted teeth. "You've lied to me, cheated on me. What else have you done?"

"Nothing." Tears spilled down her cheeks. "I'm so sorry."

He moved in front of her, staring into her eyes. "How strange. You put on a slinky dress and Alexander 'Hormones' Harris notices you. So you risk everything for him. I noticed you in a fucking Eskimo outfit…" he stopped, chest heaving. His own tears spilled over. "I loved you."

"Loved?" she sobbed.

He wiped his eyes angrily. Calming down, he sighed. "Love."

"Love?" Her face lit up.

"Yes I love you. This wouldn't hurt so badly if I didn't." He put his hand to his forehead and rubbed his temples. "But how can I trust you? And I sure as hell don't trust him. And I don't want to have to worry or be jealous whenever I know you're with him." He sat down on the stage again, defeated. "But no one who loves you could expect you to give up your best friend."

"So where does that leave us? Is there an us? I love you Oz." She began crying in earnest, unable to control her tears. "Please tell me I haven't lost you."

"I don't know Willow. You're not the person I thought you were."

"I can be." She looked down at her hands, reaching out for his. He refused to take them. "I will be."

"I'm not going to be your boyfriend Willow."

Her sob seemed to echo through the empty club.

He closed his eyes. "But I will be your friend. And I'll try to learn to trust you again. And if I can, then we'll see."

"I'll prove myself to you."

He bit his lip and gently caressed her cheek. "I hope so. Because it's going to be hell being noble when I love you and want you so much."

"Um, Oz? Could you promise to keep saying things like that? Because that's really good incentive."

He laughed, smiling at her. Had he put that hope and happiness back into her eyes? "I'll see what I can do."