This wasn't an ordinary date; this was a date with Willow. Willow Rosenberg. He couldn't believe he was actually getting ready for a *date* with Willow. The girl he'd given all of his heart, and bits of his soul

to, only to have them torn up in front of him and handed back to him on a nice silver platter, accompanied by the equivalent of a silver bullet straight through his heart.

Which had been the crux of their problem for some weeks now. Although Willow and Xander had given up on their budding relationship, the underlying betrayal was always there, between Willow and Oz, holding them back when all Oz desperately wanted to do was move on.

What made it worse was the fact that he understood why it had happened. When he and Willow had first begun to see each other, he'd known about her hang-up over Xander. But he'd thought she'd gotten over it. Gotten over Xander and moved on to a healthy, happy relationship with him. He snorted at his reflection in the mirror, once again silently chastising himself for being too confident in the relationship. What kind of girl wanted to love a werewolf? What kind of girl wanted to give up so much? He'd known he didn't deserve her; but when it was proven to him, it almost killed him.

For the first while after that night, he'd spent a lot of time alone. Or alone with his guitar. And after hours that totaled to weeks of solid thinking, he'd reached only two conclusions. One, he never could have stopped it from happening. And two, that he missed her. He missed her terribly. More than he thought was possible to miss one person. No matter how he tried to take his mind off her, his heart knew she wasn't around, and it looked for her every second of every minute of every hour of every day. Even in his restless sleep at night. Damn traitor.

But he reached those conclusions weeks ago. Since then, he'd come to accept that the secret relationship Xander and Willow had pursued would have been inevitable. All the what-ifs and could-have-beens had finally caught up to her heart, and when Xander showed interest, she took the path to see where it might have led.

If he let his guard down, if he was asleep, or if he wasn't deeply concentrating at the task at hand, he could remember every second of that hideous night when he and Cordy had stumbled upon Willow and Xander locked in an embrace in the factory. He could feel his heart stop and then shatter as he gaped at the sight of Willow's slight smile as her lips danced with Xander's. He could hear Cordy's soft "Oh God" of discovery as if it were happening right that second. He could see how her voice caused Xander to catch sight of them in his peripheral vision, and pull away with a mixture of guilt and remorse. He recalled how his heart reeled with betrayal as Willow rolled over on the makeshift bed to face them. He could remember watching in surreal slow motion as Willow turned her head and saw him standing there for the first time. And he could remember the look on her face as her eyes met his. For an instant, thousands of thoughts and feelings passed between them as he saw her reaction. He could still hear Cordy's pained gasp a mere moment before she turned to flee - only to run up the steps and then fall through the floor and become impaled on the metal rod several feet below. His heart was broken. Dead. In one horrible second. But then, he didn't have time to be sad or angry. Nothing mattered except comforting Cordy and getting her the help she needed.

His heart froze and refused to let any emotion in until they had Cordelia safely at the hospital. Where he felt it.

Hot, white, pulsing anger.

He had examined the two guilt-ridden and ashamed faces in front of him. Worry had etched into Willow's features, as she looked from the door to the operating room and back to Oz's face. Oz allowed his wounded heart to ignore Willow's soft pleading eyes and instead moved forward with a purpose unknown even to him until he acted upon it. His fist suddenly connected with Xander's jaw, and he felt a great, warm, satisfaction start in his stomach and spread outward as he watched Xander crumple to the ground.

What he did next shocked even him. He'd turned to Willow, who had knelt beside Xander immediately, and observed her eyes, shining with guilt and unshed tears. And he'd said the words. He could hear his voice as if it were far away, not actually a part of him, say, "That wasn't over you. That was for her." He pointed in the direction of the room where Cordelia was fighting for her life. "Neither of us deserved this, Willow. And because of it, she might die. I hope you can live with it."

Willow had opened her mouth to say something, but his suffering pride wouldn't let her say it. Wouldn't let her tell him she was sorry. "Save it," he'd told her bluntly. "I need some time. I don't think you know exactly what you've done, so I'm going to give you the time to think about it. Remember what I said before about having to bail? Well, there's also moments when a guy just needs to be left alone. Right now is one of those times."

His heart broke a little bit more as he watched her tears spill over her eyes and make salty tracks down her face. He had to fight the urge to gather her into his arms and tell her he loved her until she stopped crying. Until she smiled that *sweet* smile and gave him a soft kiss, indicating she was okay. He balled his fists and turned away from her to the exit. Absently he wondered if he would ever kiss her again. If he would ever trust her again. If she would ever want him again. But he really didn't know. He had no answers, just frustrated questions. He put his hand on the door and closed his eyes as the sound reached him and grabbed at his heart.

There was only one thing in the world he knew for certain at that moment. The sound of her quiet sobs behind him would haunt him for the rest of his life.

Willow stood in front of the mirror and smoothed the wrinkles out of the short dress once again. She took deep breaths and reminded herself that this was just like many other nights she and Oz had gone out. But the reassuring breath died in her throat when she allowed herself to acknowledge it was really nothing like those nights. Back then, she and Oz had been happy. Back then, he believed in her and loved her.

Everything had changed since then.

For the past few weeks, she'd watched and waited as Oz carefully avoided her. At first, the look of utter pain and anger and betrayal on his face when he would catch a glimpse of her caused her to avoid him at all costs. But then, Buffy had given her a stern lecture about living up to her mistakes, and the talk had made her realize that she still wanted Oz. The fact that he hated her now was justified penance for her behavior.

Willow flopped on her bed and thought about the Xander incident some more. She couldn't deny that she hadn't wanted to be with Xander for those weeks when they'd been able to sneak passionate kisses here and there, but she did admit that she'd known, even during that whirlwind time, that she was doing nothing more than indulging in a fantasy made real. She regretted it with every fiber of her being. If she could have taken back those kisses to get Oz's trust and love back, she'd have done it in a heartbeat. It was too bad reality didn't work that way.

Reality was the night Spike had come back and she and Xander had been locked in the factory when Oz and Cordy had come to rescue them. To this very day she still had no idea how they'd known where to find them. But that night was perfectly engraved on her mind with all its horrible clarity. She had wished many times in the weeks that followed, that she and Xander had owned up to what had happened with the clothes fluke right away and then either asked for space from their partners or just let their relationship go unexplored. Anything would have been better than what had actually happened.

The phone rang, startling her from her musings. She rolled over and intercepted the receiver before it could ring again.

"Hello?"

"Hey Will," Xander's voice greeted her.

"Hi," she replied, rolling back onto her back.

"So, tonight's the big night, huh?" Xander asked with false cheerfulness. Willow closed her eyes and added another casualty to the growing pile as a result of her fling with Xander. Their friendship had taken a severe beating as well. Gone were the days of witty banter and giggles, replaced with cautious words and awkward silences. She was just thankful that neither of them was willing to let their friendship to slip into a forgotten oblivion. They'd been fighting to remain friends. She hoped they won the battle.

She realized she'd drifted and not really answered his question, so she made a non-committal noise to let him know she was still there.

"What?" he asked, puzzled by her answer.

"I said 'Um-hmm'," she clarified.

"Oh. Well. I, uh, I hope it goes well," Xander said quietly. "He is what you want, right?"

Willow sighed. "More than anything." Her eyes welled up with tears again and her voice broke on the last word as she thought of all the pain she had caused him. Her own pain paled in comparison. She reproached herself with the thought that she had no right to feel hurt. What was important now was making sure she let Oz know she still loved him, still wanted him, and wasn't going to stray again.

Xander sighed on his end of the phone as he heard the tears and regret overtake her voice. He would have given anything he owned, shaved years off his life, if only he could hear her voice sound carefree and happy again. If they could be friends like they were three months ago. "S'okay, Will," he murmured on his end, "He *did* agree to go out with you, right? So, he must still want you too."

Willow sniffled and wiped the tears from her cheeks. "You think so?"

Xander smiled a bittersweet smile on his end of the phone and thought about it seriously. He hadn't wanted to give Willow up. He knew Oz would have felt the same way. Xander himself would never have given her up except for two things: The way it had affected everyone around them when Cordy and Oz had found out, and the feeling he had in his heart that he wasn't the one who could make her happy. He knew they had had their time and it had passed, but it made the next words out of his mouth all the more poignant to his heart. "I know it, Will. I really hope you guys find what you're looking for."

Willow allowed herself a small smile. "Me too. How's Cordelia doing?"

Xander sighed. "Well, she's stopped throwing things at me whenever she sees me. She's still not speaking to me, though. Her father said she wants to move to LA. There's supposed to be some hotshot physiotherapist there."

Cordelia had been released from the hospital the week before, and had made it clear to everyone that she didn't want to see either Xander or Willow. This, of course, hadn't stopped Xander from trying to sneak apologetic presents into her room. Most of which were chucked at his head on his next visit. The only people Cordelia spoke to were her parents, Buffy, Giles, Oz, and curiously, Angel, the vampire she'd been afraid of for months. That spoke volumes about how angry she was with Xander and Willow. That she was more willing to spend time Angel.

"I'm sorry Xand," Willow offered.

"Yeah, aren't we both?" he asked ruefully. "I'd better let you go. We don't want you to be late."

"'Kay. 'Night." Willow moved to hang up when she heard Xander's frantic voice calling her name. She hurriedly put the receiver back to her ear.

"What?!" She listened carefully but all she heard was stony silence on the other end. "What?" she repeated softly.

"Tell him," Xander said quietly. "Tell him how you feel, Willow, or you might lose him."

Willow thought of the truth in the statement and nodded once to the phone. "If it's not too late, I will."

"It's never too late," Xander whispered quietly before the soft click indicating he'd hung up reached her ears.

"I hope you're right," she whispered back to the silent phone.

Oz started his van and navigated the quiet streets to Willow's house. He still couldn't believe he'd agreed to do this. It was just more punishment for his already battered heart. But the silent desperation on her face when she had asked him out and then waited for his answer had caused that part of his soul that she still owned to say yes before he could think about it.

He allowed himself to admit that things had improved between them a lot in the last couple of weeks. For a long while, she'd run in the opposite direction whenever they saw each other, leaving him with a bruised heart and the memory of the pained guilt on her face after each such encounter.

He heard from Buffy that Willow and Xander had pretty much ended whatever it was they had going the night of Cordy's accident. He felt ashamed of the little piece of his soul that had rejoiced when Buffy detailed the problems Willow and Xander were having re-establishing their friendship. He was glad they felt awkward, and yet ashamed he felt that way.

After that, for a while, he'd been unable to be in the same room with her. When she entered the library, he found an excuse to leave. When she came into the cafeteria, he had to eat outside. It was just too painful to look at her. Not only because he was angry that she had deceived him, it was also because he was angry at the guilt he felt. When he looked at her, he could see how much he was hurting her with his anger, and that just made him angry with himself for hurting her. It was a big vicious circle that had caught him in its grasp.

But then, one day, he'd found the courage to remain seated when she'd walked into the library. She had come in, and as she saw him sitting there, cautiously stepped sideways in case he wanted a clear path to the doors. He didn't know how it happened, but he stopped being angry with both Willow and himself with that simple action. He was just sad. Sad, he could handle.

She'd waited for him to brush past her with her eyes downcast to the floor. When it didn't happen, she looked at him warily and then sat down in the chair opposite him at the study table. She'd never let her gaze waver from his steady eyes as she silently reached into her backpack and withdrew her laptop. Oz studied her for the first time in a long time without anger tainting his gaze. She looked tired, sad, and sorry. Her beautiful green eyes still looked luminous, even with the regret clouding them. His eyes traveled to her lips for the briefest of moments as she glanced at her laptop and turned it on. He wistfully found himself wishing she would smile. As soon as her attention returned to him, he'd again focused on her eyes.

For the first time since that horrible night, he wanted more than anything to take her into his arms and help her past the pain. She was still looking at him uncertainly, almost as if she were afraid his reaction to her was part of a dream.

"Hi," she said softly, insecurely. Her voice washed over him, and for a second sounded more melodious than any music he'd ever heard. God, he missed her.

"Hi," he repeated. He had to fight the urge to jump across the table and crush her to him. She may have broken up with Xander, but that didn't mean she wanted him back. He watched carefully as a measure of relief passed over her face and she relaxed a little.

"I, uh, I've wanted to ask you something," she began uncertainly, offering him a half-smile.

Images of her asking him to be friends flashed in his head faster than lightning, and he jumped to his feet as the cold fear that he'd lost her forever began in the pit of his stomach. "I, uh, don't have time right now," he blurted, grabbing his jacket and bolting for the door. He was willing to do anything to keep her from saying the words echoing in his head. He thought he might die if he ever actually heard them spoken.

He reached for the door when he heard it. Her quiet, heart-rending sob reached his ears and stilled his arm before he could push the door. The sound that had haunted his dreams on and off since that night at the hospital broke his mending heart all over again.

He turned around and made his way back to her silently, noting how she fought for control over the tears and the sobs as he approached. When he was beside her, he squatted down to her eye level, and forced his mouth to say the words that his very being screamed against. "Don't worry, Willow. We'll always be friends."

She looked at him strangely for a second, and then her eyes dimmed as she smiled. "O-Of c-course," she managed. She hastily wiped the last of the tears from her face. "Um, thank you. Oz." She said his name and it almost proved to be his undoing. He got lost in the depths of her eyes and subconsciously leaned forward...when he realized that he was about to kiss his new 'friend'. He jumped up and nodded once. Then he forced his feet to walk to the library doors. Safely outside, he collapsed against the wall opposite the doors and tried to calm the emotions rocketing through his system. He chanced a glance back into the library, and watched in bewildered frustration as he saw Willow cover her face with her hands and begin to cry in earnest. He wished he'd never found out about the whole thing with Xander.

Willow told her parents that she was going out with Oz to the movies and then went out on the porch to wait. She was already tense enough about their upcoming date without having to watch her father roll his eyes at Oz's latest nail polish or hair color. She sat down on the steps and glanced up at the darkening sky as she thought about how the evening might go.

If the last few weeks were any indication, this all might turn out to be a big mistake.

Since that night, she and Oz had been uncomfortable in each other's presence. Once Buffy had convinced her that she couldn't avoid Oz forever, she'd begun seeking him out - only to have him flee whenever she set foot in a room. She tried to tell her heart that he wasn't interested in her anymore. But the darn thing wouldn't listen, and kept seeking out glimpses of him whenever it could.

She remembered she took careful note of the day, two weeks ago, when he didn't leave the library the second she walked in. She had waited for the look of utter betrayal to fade from his eyes, and as she sat down across from him and examined him, she was happy to see that the look had waned. Instead, he looked a little sad, and a little puzzled. She had concentrated all her attention on the fact that he wasn't angry for the first time in weeks and made a tentative first move by saying, "Hi." When he'd replied in kind, she'd felt so relieved. She'd been half-afraid he was going to tell her how much he hated her, how much she'd hurt him. But it looked as if he was willing to accept a truce.

Which gave her more hope than she knew what to do with. In retrospect, she'd been a little too eager with her next move, when she'd tried to ask him a question. She wanted to ask him out on a date, and when he abruptly stood and fled, she'd assumed that he'd changed his mind about a truce with her. The sorrow she'd carried in her heart for those long weeks since that horrible night finally bubbled up within her and couldn't be contained. As she watched him stride purposefully for the doors, the tears spilled onto her cheeks and the sob escaped her throat, totally unbidden.

He'd come to a dead stop with the noise. Her heart hammered loudly in her chest as she watched him turn back to her and begin to approach. Hope welled up inside her. Hope that maybe she'd misinterpreted his actions. Maybe he did still want her. Maybe he could love her again. He squatted down beside her and met her eyes. She could see him making a decision, and she prayed he thought she was still worth the risk to his heart.

But her prayers went unanswered with his next words. She listened in shocked silence as he told her he wanted to be friends. She had let her heart break silently in her chest, and stared into the eyes of the man she loved as she threw away any chance she'd have for happiness with him. She could remember her words exactly, could hear them in her ears if she closed her eyes for too many seconds. "Thank you. Oz." She said his name to prove to her heart that she could do it. She thanked him for offering her his friendship, and tried to smile. She watched in puzzled fascination as his eyes drooped and he got that look he always got right before they kissed. Her heart began its song of hope again... just in time for him to stand up and bolt the library.

She stared at the swinging door he had just exited and felt her hope fold and die. "I love you," she said softly to the swinging door. Then the rollercoaster of her emotions let her off back at the gate, and she couldn't do anything except bury her face in her hands and cry.

Willow shook her head to clear it of the memory of that day in the library. Things had been awkward since then.

They'd shared lunch with Buffy and sometimes Xander, but the long silences became harder to fill. The research team was back on the job, and they all pitched in whenever Giles and Buffy needed help, putting aside all emotion and concentrating on defeating whatever baddie had dared to invade their unstable world.

She tried to act like a friend whenever she was near Oz, offering to help him with school or music, but found herself staring at him after a few minutes in his presence. She'd finally found the courage to apologize the week before.

Oz had been sitting out in the courtyard, strumming his guitar absently and looking all for the world as if he'd never been hurt by her. She'd watched him in quiet contemplation for long minutes, recalling the similarities between the way he looked now and the way he looked when she had ended up asking him out on their very first date to Buffy's birthday party. She turned to go, without him seeing her. She didn't need for him to see how sad she was that she had lost him, but then she suddenly turned around and strode across the grass until she was standing in front of him.

He'd looked up, somewhat surprised, and offered her a lazy grin. "Hi."

"Hi." She looked at her feet and thought about asking him to the Christmas dance the following week. But he was her *friend* now, and that would be inappropriate. Still, she wanted to offer him something. She wanted to ease the ache in her heart with some emotions towards him, so she decided she needed to apologize. "I'm sorry," she said. "About me and Xander and you and Cordelia and everything."

He looked stunned by her sudden admission and set his guitar aside carefully.

"And, I, uh, just wanted you to know that I'm glad you decided to stay friends with me after everything that's happened, and I, um, I want you to know that I'm really going to try to be worthy of your friendship, and hopefully, someday, your trust." She paused and looked at him. He looked utterly surprised, and slightly confused. Her heart constricted as she fought the urge to throw herself in his arms for comfort. "I'm so sorry," she repeated quietly. She turned and hurried off the grass, finally reaching the pavement before breaking into a run for the girl's washroom, hoping that no one noticed the tears streaming down her face.

They'd reached a new level in rebuilding their relationship after that. In the days that followed, they'd laughed more easily, been less guarded, and it was this newfound security in just hanging out together that made Willow ask him out to the movies.

They'd been sitting at the Bronze, half-heartedly watching the band, and attempting to study for a math test when she'd looked up, and caught him staring at her. For a second, it was as if nothing had happened the past few weeks. Willow thought she saw longing and love in his gaze, and she had blurted out the invitation without a second thought.

She'd been stunned when she'd realized what she'd done, and tried to decide how to rescind the offer without alienating him from her life. She knew she looked desperate and pathetic, so she was more than shocked when he had softly grasped her hand and accepted. Willow sighed and allowed a small smile to turn the corners of her mouth at the recollection of the feel of his hand dancing across her palm. Reluctantly, she forced her mind back to the present. Her hand reached into her pocket and lovingly embraced the Pez-Witch Oz had given her so many weeks ago. At that point, he'd loved her. He'd trusted her. And he'd wanted her.

And she'd screwed it up. She had no one to blame but herself.

She absently wondered what he would think if he knew that the Pez-Witch had accompanied her everywhere since the moment he had given it to her. Always in a pocket or a knapsack, making her think of him. She looked at it and remembered the love in his eyes as he'd watched her delight in her present. Her brow furrowed as she recalled how she'd said she felt bad she didn't have anything to give him. And then he'd smiled the *sweetest* smile and told her that she did. Just what had she given him in return? Total heartbreak and betrayal. She sniffled and wiped at the tear forming in the corner of her eye. The time for regrets was over. Now was the time for action. Also known as groveling.

She looked to the sky and made a wish on the first star she saw that she did actually see love in his eyes, and that tonight, she would get her second chance.

Continues