"The night for what?"

"The night." She emphasized the first word.

Buffy's eyes widened. "With who?"

"Buffy!"

"Sorry," Buffy smiled, still confused. "But with who?"

"Oz of course."

"Of course? C'mon Will, there's no of course here."

"I'm going to prove that the…thing was just a mistake. A lapse in judgement. A…a faux pas."

"The thing?" Buffy shook her head. "I believe you mean Xander?"

"Anyway, I put a lot of thought into it. Oz has decided to give me another shot, so…"

"Willow, when I said groveling, I meant on your knees, not on your back." She winced at the hurt expression on her friend's face. "I know you'll want your first time to be special. And I'm sure Oz would make it that way. But I don't think this is the right reason."

"I don't know what you mean. We were heading that direction anyway. Before …before the thing."

"Xander." Buffy reached over and squeezed Willow's hand. "What about Xander, Willow? A couple of stolen kisses and you're done?"

"This isn't about X…Alexander."

"Alexander?" Buffy's eyebrows rose. "Since when is he Alexander? To anybody?"

Willow's eyes were sad. "I'm putting distance between us. We need it between us. I can't think about Xander right now. I have to worry about me and Oz."

"You're giving up your best friend of thirteen years for some guy?"

"Oz isn't just some guy!"

"No. He's not. I'm sorry Willow. I like Oz. He's a great guy. But Xander's been your friend forever. He was the guy you wanted forever." Buffy watched Willow's face as both of the guys in question entered the cafeteria. Her eyes traveled longingly from one to the other. "Besides, if you're not over Xander, having sex with Oz is a really bad idea. He wouldn't even kiss you when it was about Xander. Remember?"

Both guys approached the table, stopping a few feet away. Willow jumped up and went to Oz's side. "I'll see you later Buffy!" She took his hand and led him away.

Xander sat dejectedly next to Buffy. "So, have you seen my friend lately? I think she's been abducted by aliens."

"She's confused."

"Yeah," he smirked. "Can't imagine what that's like."

"How are you holding up?"

"Cordelia hates me. Willow acts like I don't exist. Oz glares at me. Gee, I'm peachy."

"I still like you," Buffy patted his hand. "And Willow, well, she'll come around."

"When? And what is it going to be like? She's acting like a stranger. And she's throwing herself at him like she's desperate."

"She kinda is," Buffy mumbled under her breath.

"What do you mean?" Xander made her look at him, concern in his eyes. "What's she going to do?" He stared intently at Buffy until comprehension dawned. "No."

She watched him shake his head violently, his heart in his eyes. "Xander…"

"Oh God, no. Buffy. No. No." Tears spilled onto his cheeks. He buried his face in his arms, sobs shaking him. She moved her chair to his side and hugged him.

"Ssh Xander."

"Why would she…never mind."

"She's trying to figure how to prove herself to him."

"What about me? Okay, I understand that she loves him. But, damn it! I thought she loved me too!"

"She does Xander."

"Yeah. I can see that." He smirked again and wiped his face. "Well, I've still got you, right?"

"Always."

Oz watched Willow out of the corner of his eyes as they walked down the hall. They had talked and decided it was worth giving their relationship another chance. But since then, she'd acted overeager to please him.

Which meant she wasn't the same Willow. And he wasn't quite sure how to deal with the new one.

"So, you want to go to the Bronze tonight? I mean, I know, the Bronze, you play there. But you're not playing. So we could date. And stuff. You know, like a date."

He nodded and squeezed her hand. "Sure, the Bronze is fine."

"Great." She smiled. "About eight? Is that okay?"

He basked in her smile for a moment, wishing all the while it weren't so needy. "It's fine Willow."

"It's just going to be us. Not at the Bronze, but on the date. That's okay, right?"

"Willow?" He stopped walking. "C'mere." He pulled her into an empty classroom. Sitting down on a desk, he took both her hands in his. "Take a deep breath."

"Are you going to break up with me?" Her breathing sped up and became shallower.

"No. Take a deep breath."

She did as he asked.

"And another."

Again she complied.

"Don't try so hard. I agreed we'd try again, so there's nothing to worry about. I want to be with you still. Please, just try to relax."

"I just…"

He put a finger up to her lips. "Ssh. Don't. We'll just take it as it comes."

She took another deep breath and kissed his finger. "Okay."

Xander leaned against one of the bookcases and sighed. He was supposed to be shelving books for Giles, but instead he was sitting here where she'd kissed him, mentally kicking himself. Tonight. Willow, his sweet and innocent best friend, was going to seduce Oz tonight.

If he was honest, Xander hadn't thought about Willow's love life until recently. Sure, he'd known about her crush on him, but for the sake of their friendship, he'd ignored it. Maybe it hadn't been the wisest choice, but seeing the toll acknowledging it had taken, perhaps it had been for the best.

She'd been his Willow since they were four. They'd shared so much. He'd been her first kiss, her first boyfriend, her first fight, her first everything. It had all been innocent, but it didn't change the fact that somewhere, deep down inside, he'd wanted to be her first. The only first that really mattered.

But after tonight, she'd no longer be his. Tonight she was going to give Oz a gift that, by all rights, belonged to him.

His mind's eye could easily picture what was going to happen. The too few kisses they had shared had given him stunning insight on what Willow's love felt like. Holding her so tightly in the factory, he hadn't cared if Spike killed him.

"Damn it!" Xander threw one of the books across the room.

"Xander?" Giles' voice came from the short light of stairs. "Are you all right?"

"Yeah. Sorry." He stood and retrieved the book.

"Is this about Willow?"

Xander's voice was barely below a yell, "Does everyone know? Shouldn't it be a private thing?" He stormed over to the table. "Shouldn't she be able to love him without the whole world knowing about it?"

"Pardon?"

"Nothing." Xander flushed when he realized he and Giles were talking about different things.

"I'm sorry." The older man sat next to him. "It can't be easy having her…"

"Having her what? Chose fucking Oz over my friendship?" Xander sighed. "I'm sorry, Giles. I can't do this right now. I've got to go." When he got to the library doors, he smiled back at the Watcher. "Want to do me a favor? Find a prophecy that will need us all tonight."

"I'll see what I can come up with."

"Thanks."

Willow sat on the edge of her bed, her eyes closed. She was replaying the moment over and over in her mind. How do you forget the day your world changes?

Dancing with him. Kissing him. It was exactly like she'd always imagined. And if the moment had never ended, everything would have been okay.

But it did. Moments always ended. And then you dealt with the fallout.

She opened her eyes and stared at herself in the full-length mirror. Her knee length skirt hid the brand new lingerie she'd bought. She looked like herself, despite the fact she felt like a stranger.

"Tonight," she whispered, "you say goodbye to Xander. You say goodbye to your childhood." A small sob escaped. A sob for her past and her uncertain future. "I love you Xander."

Taking a deep breath, she slipped a sweater on over her fairly low cut shirt. She loved Oz too. A lot. And tonight would be no sacrifice. He loved her unconditionally, still willing to be with her, even after this betrayal.

"Willow? Oz is here." Her mother opened the bedroom door. "Are you ready? Dad and I are leaving."

"Leaving?"

"Business dinner. We're staying at the hotel. I spoke with Mrs. Harris, she said you were welcome to stay there if there was a problem"

Willow flinched. Yeah. Spend the night at Xander's. That should go over real well. "I think I'll be all right."

Her mother motioned Oz forward. "I invited Oz up."

"Thanks."

Oz stood in the doorway until her mother left, obviously nervous. "Hey."

"Hi. I'm ready."

He looked around the room. "May I?"

"Sure."

He walked around, picking up various items. "Good picture." He motioned to a framed shot of the Scooby gang at its inception. "And us."

He ran his finger along the frame of the picture of the two of them. The pez he'd given her sat beside it.

"Yeah."

He smiled at her, his green eyes lit with humor. "We look good together."

She smiled as well. "Yeah."

"Shall we Bronze?"

She took his hand, pulling him close to her. "I adore you." She blushed, her worry and nervousness from earlier fading away. "Let's go."

Buffy's eyes widened. "Xander, we should go elsewhere."

"Why?" His voice was flat and emotionless.

"Trust me?"

He followed her gaze to where Cordelia was dancing very closely to one of the football players. "Guess I'm not a tough guy to get over, hmm?" He picked up his drink, pointing as Oz walked into the club, holding Willow's hand. "Witness my pain."

"We could go. We should go."

"No. I have to deal with this. I have to accept this. Maybe you could just get Angel to kill me?"

Oz led Willow to a table far from where they usually sat. "Can I get you anything?"

She took a deep breath. "Let's dance?"

A slow song came on. "Okay." They walked out to the floor and he gathered her close to him. He slid both hands around her waist as she clasped hers around his neck.

"Thank you. For this second chance."

"We've talked about thanks. I don't do well."

"Maybe I could show you then?"

He nodded and she pressed her lips to his.

The taste of her was intoxicating. They hadn't kissed since the Factory, and he hadn't realized how much he'd missed it, missed her.

"Oh, Willow," he breathed.

At his encouragement, her fingers entwined in his short hair and she deepened the kiss, parting his lips with her tongue. They stopped moving, his arms tightening until her entire body was pressed against his. His response to her becoming quite obvious.

Breaking off the kiss, Oz stepped back. "Willow?"

She stared directly into his eyes. "I know coming here was my idea, but do you think we could go back to my house and talk?"

"Talk?"

She smiled at him.

"Sure."

Xander watched the spectacle on the dance floor, suddenly aware of how Willow must have felt when he danced with Buffy.

She'd been all over him. He'd honestly believed Willow was too shy to be a seductress. But she'd been the aggressor. Sexy outfit, sexy dance, that kiss.

Then they were leaving. Leaving him behind. Leaving everything behind.

"Buffy?"

She'd watched wide-eyed as well. "Yeah?"

"You got a stake handy? I'll just skip the Angel part and impale myself."

Willow unlocked the front door and smiled back at Oz. The ride home had been silent; both lost in their own thoughts.

"Willow?"

"Come on in." She headed for the kitchen. "Are you hungry or thirsty?"

He stood in the doorway, watching her. He fully intended to leave, knowing that she had…plans for him. She bent over to grab sodas and his breath caught. Her skirt fell forward just enough to allow him a quick glimpse of her thigh high stockings.

"Miss Rosenberg? Are you trying to seduce me?"

She laughed huskily. "Not yet."

He'd never heard her voice sound like that. Backing up into the den, he sat on the couch. Okay, let's review. Willow - shy, naïve Willow - was putting the moves on him.

She sat next to him and handed him a drink. "Movie?"

"No. What are you doing Willow?"

"I don't know what you mean."

"This isn't the way to put things right between us. Our relationship was about a lot more than this. That's the stuff that needs repairing."

She took off her sweater. His eyes caressed her pale flesh set off by the burgundy tank top. "I realize that." Her soft hazel eyes met his. "But I love you Oz. And I trust you implicitly."

"But I have to learn to trust you again."

"What better way?"

"I can think of a…" She took his hand and placed it on her silky, nylon clad thigh, just below the lace where it joined the garter. "…million." He gasped.

"I want you to be my first, Oz."

He swallowed hard, trying to control his racing thoughts and raging hormones. Nobility sucked. "I'm not sure I'm ready for you to be mine."

Surprise registered briefly on her face before she nodded. "I just assumed…but I believe that even more." Smiling sweetly, she took the hand she had placed on her thigh into her own. Squeezing it, she motioned toward the TV. "Do you want to watch a movie and just get comfortable with each other again?

A thousand emotions played themselves out in his eyes. "That would be good."

He put his arm around her, allowing her to snuggle against his chest. With his left hand, he stroked her silky hair.

Willow rested her hand on his chest, rubbing his chest lightly. "Is this okay?"

Her delicate scent surrounded him. "More than."

He massaged her neck with soft fingers, his hand caught in her hair. Her hand had slid over and was evoking a response from his nipple. Her warm breath on his chest was creating the same effect on his other side.

A scary scene came on, causing her to jump. He pulled her closer to him, his hand hovering just over the soft curve of her breast.

"Oz?"

* Just stare straight ahead. Don't look at her * He ignored the voices in his head and turned. Her full lips were so close to his. Her eyes were half closed, pools of green flame. "Present." God! Was that his voice? He hadn't realized how excited the small contact was making him.

"I'm gonna kiss you."

"I wish you would."

She moved closer, allowing the briefest contact. She placed several soft, unsatisfying kisses on his mouth, smiling to herself at his response.

With each kiss, he grew more and more frustrated. She was moving away so quickly, he could barely even feel her.

He growled. Willow smiled knowingly. "What's wrong?"

His hand finally made contact with her soft breast when he crushed her to him. He held her, rubbing her through the velvet of her shirt. "Kiss me properly."

Her lips met his and it was even more powerful that it had been at the Bronze. With what little coherent thought he had, Oz wondered exactly where Willow had become so proficient at this subtle seduction.

Her hand slid down his chest away from his nipples, causing him to whimper against her lips. She moaned a response, allowing her hand to continue on its journey.

It was a whimper of a different kind when her hand began rubbing the very distinctive bulge in his jeans. He broke off the kiss and pulled away from her.

Her pupils were dilated, her breath came in short pants, her hair was disheveled, her gaze was curious. "Oz?"

Oh, was he glad to hear her say that. "Yeah baby?"

She leaned in and rubbed her lips against his. "I love you." She looked deeply into his eyes. "Please?'

"I don't…have anything." The disappointment in his eyes set her heart afire.

She raised her skirt slightly and snapped the elastic of her garter. Her eyes sparkled when he moaned. "Do you think I had these? I went shopping."

"I…um…" he looked at her. This was still the sweet Willow he loved. But this was for all the wrong reasons. He should wait. He could wait.

She tilted her head to the side. "It's okay if you say no. I'll understand. We'll just wait until you're ready."

He smiled. Sure, he could wait. "I love you Willow. And I want to love you Willow."

She nodded. Taking his hand, she led him upstairs.

Xander smiled at Buffy. How many times had he fantasized about having her in his room? Here she was, both of them single, and all he could think about was Willow.

"You gonna be okay tonight?" She squeezed his shoulder.

"Yeah. I mean, he's a smart guy. He'll figure it out. What she's doing. Why she's doing it. I did. And I'm an idiot. And he won't want that. He won't right?" His eyes begged her.

"Xander, I don't want to hurt you. But Oz is a guy. And he's hurting. And he loves her."

"You know, if Willow had seduced me before Cordy and Oz…"

"You wouldn't have let her. You wouldn't have been ready."

He rested his chin on his hand. "I wish I hadn't been so blind."

"Me too." She put her arm around his shoulders. "I have to patrol. Don't do anything stupid."

"Er," he laughed.

"All right, stupider."

"Trust me, the last thing I want to do is go over there and see them together. Or have him open her door or have Willow come to the door looking…" he thought for a moment. "Well, the Willow image is pretty hot, but…not because of him."

"Xander."

"Sorry. Go. Save the world. I'll be good."

Buffy hugged him tightly. "She does love you."

Xander simply nodded, unable to speak around the lump in his throat.

Willow lay on her side with Oz curled against her back. His arm draped across her waist, stroking her softly even in sleep.

Buffy was right. He had made it special. And she was so glad that they had both shared their first time together.

But she couldn't take her eyes off the picture of her and Xander. Alexander - ha. As if a name could put distance between them. It took a hell of a lot more than a name.

Did he know? Would he know? Would she tell him? Would it matter? Was this all worth the price of their friendship?

Willow sighed.

"You okay?" Oz's voice was thick with sleep.

"Yeah."

"Love you." He kissed her shoulder. "And don't worry. You're friendship with Xander will survive."

"How did you…"

"I know you," he said simply. "You need to be his friend Willow. You both need it. It makes you who you are. And we'll all see how this works out. I won't share you - you're my girlfriend, but he's your best friend. And I can learn to live with that."

The soft whisper of his voice seemed to give the words more impact. "But…"

"Don't worry. This happened because we both wanted it to, and because you're a sexy little minx. But I knew Xander was a part of it."

"You're quite the human."

He chuckled against her throat, remembering when he'd said the same to her. "Hey, you can put up with a werewolf. I can put up with Xander. Although I think I'm getting the worse end of the deal."

She turned over to face him. "Be nice."

His eyes turned serious. "You'll end up with him someday, Will. But for now it's our time. And it's his turn to wait."