No. Bad thought. Don't think about Oz.

So far, she'd emulated her…

Damn. Now he was thinking about Oz. He hadn't called in the last month, since Xander had moved into Willow's parent's house.

It was purely platonic, despite their admitted feelings. Between Hellmouth and feedings, schoolwork and diaper changes, they'd had no time to explore becoming a couple.

Although they were rapidly becoming a family.

Juliana responded to both of them, which sent hope through Xander every time her big, green eyes met his.

But, despite how it felt - or perhaps because of how it felt, he'd done everything he could to keep it from happening.

He'd insisted that Oz be listed as her father; made sure that, legally, his little girl belonged to someone else.

Only Giles seemed to understand. Willow and Buffy couldn't see that for him to be Juliana's father, he had to take every step. No going halfway. No screwing up.

And that meant she needed to be Oz's child until he could legally make her his, without lies or subterfuge. Which meant, one of these days, he was going to have to find the guts to ask Willow to marry him and let him adopt her daughter.

Strange how just a year ago, he had decided that he felt sorry for Oz, being nineteen and a father. Now, here he was, smelling like baby powder and lotion.

Life was good.

The quiet was unnerving after a while. Unable to relax, Xander got off the couch and crossed the hall to Willow's room. She was asleep, covers kicked to the foot of the bed, only the sheet wrapped around her.

Juliana sighed softly, as if she knew someone was in the room and not paying attention to her.

Moving over to the crib, Xander looked down into her inquisitive eyes. "Sorry, Jules. Was I neglecting my beautiful girl?" He picked her up, cuddling her against him. "Did Grandpa wake you with all his snoring?"

Gurgling, she blew a bubble in response.

"I know. I know. But your Mom would have my head if I fed you before I was supposed to. And I've faced your Mom's wrath enough times not to risk it."

"And don't try batting those lashes, little miss. I'm hip to all the tricks you Rosenberg women have in your arsenal." He sank down into the rocking chair and settled her in his lap. "Or is it that I'm oblivious to them? I forget."

His hand stroked the fine, silky hair. "You're gonna break a lot of hearts, Jules. Do you have any idea how many guys like me I'm going to have to frighten away? Because I know what guys like me want. And you'll be having none of that."

She smiled up at him, her eyes closing slowly as he rocked her.

"You're going to be so beautiful, Jules. Just like your mom. Did I ever tell you when I fell in love with her?" Xander shifted her up to his shoulder, letting her soft, warm breath ruffle his hair.

"I mean, I've loved her forever. But the first time I realized that's what it was, I was leaning in to kiss her but…well, for now, we'll just say we got interrupted."

He frowned as he started into the dark hallway. "And then your Aunt Buffy sort of used my weakness against me. By then…I don't know. The moment was lost."

"We lost a lot of moments, your mom and I." He shook his head. "And then there was Cordelia. I hurt your mom then. I think I hurt her almost more than she loved me."

They were both silent then, only their soft breathing breaking the quiet.

"It all fell apart then. We stayed friends, but it was never quite the same." He sighed sadly. "Then…well, then there was your dad."

Juliana wriggled in his arms and Xander held her in front of him. She kicked her feet, causing him to smile. "It's a good thing you're adorable, kiddo." He kissed the top of her head then tucked her back into his arms. Pushing lightly against the floor, he started rocking again. "Anyway, it was Homecoming. She was gorgeous. God, it was…all at once, my blinders and my fears fell away and I realized I was in love with her."

"We're talking lighting striking, angels singing and fireworks. After she walked out from behind that screen…oh Jules, I've never been so blindsided. Of course, it was all the wrong time. But since then, even though I backed off when she wanted to be with your dad, I…I've been pretty much hopelessly in love with her."

"Yeah," he shrugged. "I should probably tell her instead of you. I kind of have told her but…well, that was mostly because of you."

"Shit. I'm not…why can't I manage to say this? I'm in trouble if I can't say this to you. I mean, if I can't tell you, how am I supposed to ever tell her?"

Xander stood and carried Juliana back to her crib. Laying her down gently, he touched the tip of her nose. "I'm her best friend and I'm beginning to think that's all she thinks of me anymore. And I don't know how to change that without…I don't want to ruin what we've got. I can't risk losing you. Either of you."

Glancing down, Xander couldn't help but smile. Juliana's eyes were closed, her eyelashes fluttering against her rosy cheeks. "Don't tell your mom, okay?" Bending over the side of the crib, he kissed her softly on the forehead. "Sweet dreams, little miss."

He walked over to the door and paused. Looking back into the room, he swallowed hard and headed to Willow's bed. Sitting carefully on the edge, he reached out a hand and brushed a wayward lock of hair from her cheek.

"Is she asleep?"

Xander pulled his hand back quickly. "Gah!"

Willow grinned and opened her eyes. "Sorry. I couldn't resist."

"I told you I could handle it. You should be sleeping."

"I was."

He stared at the pictures on her nightstand. "How long were you awake?"

"Long enough to know that we need to talk."

He nodded. "Shall we go to my room?"

"No." She scooted away from him and held up her covers. "Get in."

Xander's chest tightened. "I don't know that that's such a good idea, Wills."

"Xander, we've slept together hundreds of times."

"We were ten the last time we did that, Wills. It means a little bit more now."

"It meant a lot to me then," she stated softly. "Come on. I promise to be on my best behavior."

He shrugged and stood. Unbuttoning his shirt, he tossed it aside. He discarded his jeans as well, slipping between the covers in his boxers and undershirt. He lay on his side, staring at her in the soft gold of the nightlight. "So you heard?"

"Nothing I didn't know. Well, that's not true. I heard a lot of stuff that I didn't know. Lots of things that, had I known, I might not be in this situation now. Not that I don't love this situation…I mean, being a mom and everything, but…" she shrugged slightly. "Why didn't you tell me?"

"It was never the right time. You wouldn't have believed me?" He moved his hand to her hip, resting it on the warm cotton of her T-shirt. "I don't know. And then, when you came to me and told me that I needed to make a choice, I knew you wanted me in your life, but we never got around to defining how…or where or lots of other questions."

"So we've been in limbo for these past couple of months because we've both been afraid of what wasn't said?" She giggled quietly. "I've been wondering what I should do and say to you, afraid that you were going to change your mind. I didn't want to be too needy."

"I like it when you need me, Wills." Xander rubbed the material between his fingers for a long, silent minute. "I kind of need you to need me."

She nodded, drawing in her breath as his hand slipped beneath the material, branding her skin with his touch. "You're a wonderful father, Xander. You're a wonderful…everything. She loves you."

"I love her."

"Her mother loves you too."

"I love you." He leaned in slightly, his hand tightening on her hip. "I want to be in your life, Willow. Like it is now and more. I want to still have this wonderful friendship, but I want it to be the basis for this amazing love that we have between us. I want to wake up to you in the morning and go to sleep beside you at night. I want to hold our daughter between us and be a family."

"I want all those things too, Xander. So much." Her breath was warm on his lips, her skin on fire at his touch. "I was afraid, I have to admit…I was scared that you would run away from the responsibility, be afraid of everything she and I asked of you. I was worried that one day, you'd decide you didn't want to raise someone else's child."

"I want to adopt her and make her mine, Willow. And I want to have another child with you. I want to do all those crazy family things that my parents never taught me how to do, and I want to do them all with you. Only you and my little girl. I want…I want to make it all up to the little red-haired girl I let down so long ago."

Tears ran down her cheeks. "You never let me down, Xander."

"You're a rotten liar, Wills. But I promise that I'm going to do my very best not to ever do it again. And I'm not going to let her down. I'm going to be the father I never had. I'm going to be the father she deserves."

"I know you will."

"And I'm going to be the man you deserve, Willow. I'm going to be everything you are to me, I'm going to be the man I see in your eyes when you look at me."

"You are him."

"Not yet. But I think with a little work, I might be able to fake it." He grinned at her and rubbed her skin with his thumb. "Do you think that I could ask you for one thing? Just for incentive?"

She nodded, sending more tears falling. "Anything."

"I want to love you someday, Wills, when we're both ready for all the right reasons, but right now…could I…can I…right now I want to kiss you."

Her smile trembled as she moved closer to him, pressing her lips to his. Passion rekindled, flaming between them, heat rising in their skin, promises and regrets tainting the kiss.

Pulling back, Xander touched her lips softly. "Now, I'm going to get the hell out of this bed before I lose all sense of control and violate the promise I just made to you."

"Xander…"

Juliana's cry startled them both. Xander threw back the covers and smiled down at her. "I got the night shift covered. Go back to sleep."

"Bring her over here." She sat up and waited as he gathered the baby in his arms and brought her back to Willow. Sitting next to her, they leaned into one another. "We make a nice family."

He stroked Willow's hair then Juliana's. "That we do." He smiled at them both, promising himself that someday they would.