"I need your help."

"If this is about that French test…"

"No. It's not school help. It's…other help. Boy help."

Willow couldn't help but laugh. "Boy help. You're coming to *me* for boy help?"

"You would be the one with the steady boyfriend and the active sex-life in this room." Buffy reminded her. "And I would be the one who hasn't had a date since the dawn of time."

Knowing that she wasn't getting out of this, Willow closed her book and faced Buffy. "All right, the phones are open. What's the problem?"

"I want your opinion on someone. I'm going to ask him out on a date tonight and I was wondering if you and Oz would go along as support?"

"That's not advice, Buffy. That's just a favor."

"Well, the advice would come after. I'm still a little new at the dating casually as opposed to the love of my life, soulmate, doomed from the start kind of thing."

"Where and what time?"

"The Bronze. Eight?" Buffy bounced off her bed and moved over to hug her friend. "You're the best, Wills. You sure Oz won't mind?"

"Well…you know how easily upset he is." She grinned and hugged Buffy back. "We'll meet you there."

Buffy paced nervously. She didn't know how this evening was going to go over, but she had a bad feeling. A very bad, very evil feeling that bordered on Hellmouth-y. She was insane. Purely, stupidly, incredibly, gut-wrenchingly insane.

"Hey Buffy."

"Hey Wills. Where's Oz?"

The two girls moved over to their regular table. "He's running a little late. The Dingoes had practice tonight, but he's coming over right after. Where's your date?"

"He'll be here soon." Buffy bit her lower lip and looked over to the door. "You look great, by the way. Is that my shirt?"

"Yeah." Willow blushed. "I'm sorry I didn't ask."

"Don't worry about it, Wills. What's mine is yours." She willed herself to relax and had almost succeeded when her date walked in the door and started for the table.

Willow stopped talking when she saw Buffy's face. It was tight with nerves and tension. "You know, dates are supposed to be good, happy occasions - not," she turned and followed Buffy's eyes until her own landed on the person headed directly toward their table. "…Xander?"

"Will…"

"Didn't you tell him you had a date? Oh, Buffy's he's going to feel uncomfortable."

"No he's not, Wills."

"But he'll be the…" her eyes widened in horror. "He'll be your date, won't he?"

The softly spoken question was like a blow to the chest. Buffy opened her mouth to say something, but stopped as Willow raised her hand. Xander saw them and stopped, his eyes going from one to the other. Taking the few steps forward, Xander stood at the table between them. "Hey."

"Hey," Willow managed.

Buffy smiled at him and moved over so that he could have her seat. "You're late."

"I'm always late, Buff. I would have thought that, knowing me for three and a half years now, you would have figured that out."

She smiled and laughed softly, reaching over and placing her hand on top of his. Willow watched with wide, sad eyes, staring as Xander slowly laced his fingers with Buffy's and squeezed. Willow's stomach heaved and she pushed away from the table.

"I'm sorry. I'll be right back." She hurried to the bathrooms, not looking back. Slipping into one of the stalls, she locked it and leaned against the door. "This isn't happening," she whispered. "Please? Don't let this be happening?" Tears slipped from beneath her closed eyelids, trailing down her cheeks.

"Willow?" Buffy's voice came from the door of the bathroom and echoed through the tiled room. "Wills? Are you all right?"

Willow turned so that she was facing the door of the stall. "You could have warned me."

"I didn't know it would matter, Wills. I thought…I thought with you and Oz being so good that it would be all right."

"If you really thought that, you would have told me."

Buffy sighed and moved further into the room. "I didn't know how to say it. It's nothing serious. It's our first date."

"Did you ask him or did he ask you?"

"I asked him." Buffy stared at the door that blocked her from her best friend. "I'm sorry, Wills. This will be the one and only time. I'll…"

"No."

"Tell him…what?"

"No." Willow stated. "If you do that, one of two things will happen. One, he'll think that it's because of me and things will get bad again. Or two, he'll get hurt, thinking that you don't like him." There was a long pause. "You do like him, don't you? This isn't just some try to get over Angel thing?"

"I do like him, Wills. He's a great friend and…and I don't know, maybe more."

Willow' body jerked forward involuntarily. Thankful that Buffy couldn't see her; she closed her eyes and took a deep breath. "Well, why don't you head back out there? I'll be out in just a second."

"Okay." Buffy turned to leave and stopped. "You're sure it's all okay, Willow? I…I don't want to hurt you."

"It's really okay, Buffy." Willow assured her friend. She listened for the sound of the door closing behind her before she stepped out of the stall.

Her face was red and blotchy from her brief crying jag and her eyes were red-rimmed and puffy. "You're a mess," she mumbled to herself. Moving to the sink, she splashed water on her face. "You're happy with Oz. You love Oz. You have no right to be upset. You should be happy. Your two best friends in the whole wide world are dating." She forced herself to smile at the thought. "That's right. As of now, I'm happy."

The eyes in the mirror looked anything but convinced.

Buffy sat down next to Xander and smiled across the table to Oz. "Hi. How was practice?"

"Well, we're sucking less. Not much less, but some." His green eyes traveled from Buffy to Xander. "So, we're double dating?"

Xander looked slightly surprised as Buffy grabbed his hand and moved it closer to her, nodding her answer to Oz's question. Oz nodded in response, his eyes straying to the ladies room where Willow was hiding.

"So you guys are a couple?" He asked Xander

"Yeah," Xander watched the door of the bathroom as well, growing more worried as Willow refused to appear. "I finally wore her down with my wit and charm."

"I asked you out, Xander."

"I like to make the women think that," he stated, giving her a smile before turning back to see Willow walk out of the ladies room. He waited until she was within hearing distance before smiling at her. "Hey Wills. You okay?"

"Yeah. Just something I ate didn't agree with me," she smiled back before turning to Oz. "How was practice?"

"Same." He looked at her intently, searching for signs that she was upset. Nothing. Was she over him? "So, what are our plans for tonight?"

"There's dancing here," Buffy suggested, "Or we could go to Giles' and do some researching."

"Dancing it is," Xander nodded emphatically. "Come on, Buffy. I think this is our song."

"You don't have to leave," Willow insisted, squeezing Oz's hand. "I want you to stay and have fun. I just have an early class tomorrow and I need to finish up some of my homework."

"I don't want you to go home alone, baby." Oz dangled the keys to his van in front of her. "So, ride."

"Actually," Xander sank back onto his stool at the table. "I've got an early morning too, landscaping job." He yawned. "I'll give her a ride home."

Buffy shrugged, grinning ruefully at Oz. "You'd think we were boring or something." She looked over at Willow, who seemed to have gotten paler as the night wore on. "All right, I'll sacrifice my date for yours, Wills. I promise to take good care of Oz."

"I'm sure you will." She leaned forward and kissed her boyfriend lightly. "I'll see you tomorrow?"

"Unless you dream about me."

She smiled and released his hand, moving toward the door. She stopped a few feet away, realizing Xander wasn't behind her. Looking back, she saw Xander standing in front of Buffy, chewing on his bottom lip.

"I'll see you tomorrow?" He asked quietly.

"Yeah," she smiled. "After school."

"After work," he agreed.

Buffy stood on tiptoe, pressing her lips lightly against Xander's. Willow took a deep breath as she watched them, trying not to feel anything.

Stepping back, Xander licked his lips, his gaze locked on Buffy. "Tomorrow then." He hit his stool and barely managed to stay on his feet. Staggering back, he bumped into Willow. Turning quickly, he blushed. "Sorry Wills."

"Not a problem." She turned around and headed for the door.

Buffy sank down opposite Oz. "Well?"

He shrugged. "You're right. I don't like it, really, but you're right."

She looked slightly confused. "Why don't you like it?"

Oz looked down into his soda. "It's going to sound kind of stupid."

Buffy got off her chair and moved around to sit next to Oz. "Tell me."

"Willow's been in love with him forever. And he's been completely clueless. He's interested in her now and still because she's been off limits. I'm just afraid that, should it all be free and clear for them to be together, he's going to lose interest and she's going to be devastated."

"Oh."

"Which is funny, because I'm sure that's exactly how he felt about me."

"Not without cause." She set her hand on top of his, much as she had done with Xander. "Although I don't think he expected you to do what he did and fall for your girlfriend's best friend."

Oz lifted her hand and brushed it with his lips. "At least Xander had the decency to fall for you before he was dating Willow."

"Didn't hurt her any less," Buffy said, shaking her head. After a moment, she smiled. "So you admit it then?"

"Admit what?"

"You fell for me?"

Oz leaned into her, his nose brushing hers. "The night we went on patrol together. You were so worried about Kathy and I couldn't stop staring at you."

"And then you kissed me." She touched his lips with gentle fingers. "I have to admit that was unexpected."

"For both of us, I assure you." He grinned ferally, his eyes narrowing. "Although not unpleasant."

"For either of us," she reminded him. Pulling back, Buffy took his hand. "Well, we're stuck here together, deserted by our dates. Shall we dance?"

Xander stopped the car outside the dorm. "Willow?"

She turned toward him, her eyes dark. "I'm really tired, Xander. It's been a long, emotional day and I'm not feeling well…"

"Because of me and Buffy?"

"No." She denied, turning away from him. "I'm all over you, don't you remember?" Her voice broke on the last word, the sob escaping her before she could catch it. Xander reached over and pulled her into his arms, setting her sideways across his lap.

"Ssh. Hush, Willow." He pressed the back of her head, guiding her to his shoulder. "Don't cry."

"X…Xand…Xander, it hurts," her words were whispered brokenly. "I should be…happy for you. And instead…all I want is…"

She stopped and he tilted her head up so that he could look into her sparkling eyes. "What do you want, Willow?"

"You."

The word, so small, so softly spoken seemed to fill the night air around them. "You went back to Oz," he reminded her. "You told me no touching, you told me you were happy."

"I thought I was, until I realized that I was losing you. How selfish am I? Huh?" She laughed mockingly. "I can't have you, but no one else can either. God." She scrambled off his lap, climbing out of the car as quickly as she could. "I'm sorry, Xander. You don't need this. I don't need this."

He followed her out of the car, rushing to catch her. She slammed through the dorm doors and hurried up the stairs, knowing he was right behind her. She struggled with the key, unable to get it in the lock. Tears blinded her, making things even more difficult.

Xander took the key from her hand and unlocked the door, following her inside. He guided her to her bed and sat down on Buffy's. "I'm going out on a limb here, but I think you and I need to have a serious talk."

"No. I need to be ignored. You go and live your life. Go and be with Buffy. You've wanted her for a long time."

"Willow, I haven't wanted Buffy, not really since the beginning of our junior year." He tilted his head, trying to catch her eye. "When she danced with me that night and then when she wouldn't listen when she put you in danger…put all of us in danger, I stopped thinking of her like some sort of goddess here on Earth." He sighed. "I mean, yeah, I think she's beautiful and I think she deserves someone who can love her without all the angst and pain she had with Angel. But I don't think that that person is me."

"Then why?" She looked up, confused. "Why the date?"

"I'm lonely, Wills. I just wanted to go out with my friends like it was before you all went to college and started a whole different life from mine. Maybe I thought if I started dating Buffy I would be part of your lives again."

"Xander, you are a part of our lives."

"I know. The part you left behind."

She moved across the small space, sitting down on the bed next to him, grabbing his hand in hers. "That's not true."

"You went back to him, Willow. Even when I thought we were good, when I thought we decided that the last thing in the world for us was each other, you went back to him."

"I had never hurt someone the way I hurt him, Xander. I couldn't end it like that."

"And then you couldn't end it?" He looked down at their joined hands. "You're still together with him, Willow, even though he's forgiven you. You're sleeping with him. You're more than his girlfriend. You're his…his lover."

She nodded, unable to deny it in the face of his open emotion. "I am. I love him, Xander. Not the way I love you, never the way I love you, but I do love him. And I don't regret that I've made love to him."

He pulled his hand away. "You say not the way you love me. How do you love me, Willow? Like a brother? Like a friend? Like a boyfriend? Like a lover?"

"I don't exist completely without you."

"That doesn't answer my question, Willow." He stood up, moving away from the intoxicating feel of her. "And I need to know."

"I love you with all that I am, Xander." She stood as well, throwing caution and reason to the wind. "You…you're part of me."

"Then why aren't we together?"

"Because I'm afraid."

"Afraid of what?" He searched her face. "What are you afraid of, Willow?"

"I'm afraid that you're what I've wanted for so long and when we're together, when I get you, I'm not going to be the one you want. I'm afraid that what I feel is so strong that you're going to be with me to humor me because you know how much it means. I'm scared to death that you're not going to love me as much, as long, as deeply."

"Willow, I've always been there for you…"

"You've always come back to me, Xander. There's a difference. Because if we're together and you leave me for the next pretty face, I'm not going to be there to come back to."

Oz held Buffy's hand as they walked up the stairs. "So, how do you think it's going?"

"Well, his car is still here. I'm holding out hope that they're talking, scared that something is going to happen between me and Xander, and not just kissing and leaving everything unresolved."

"Because you want smoochies?" Oz grinned. "Non-guilty ones?"

"Maybe." Buffy leaned into him, her head resting briefly against his. "Do we dare go in?"

They stood at the door, both listening for sounds. Oz shook his head. "They're both in there, both breathing heavy, both upset. I think we'd better wait out here." He sat down, leaning on the wall across the hall from their door. "We knew it wasn't going to be easy."

"I'd hoped it would be quick." Buffy admitted. "I was hoping to get a decent night's sleep before my big test tomorrow."

Holding his arm out, Oz invited her into his embrace. "Use me for a pillow. I promise to get you into bed as soon as I can."

Buffy giggled. "I'll just bet you do."

"I've never been smart," Xander admitted, breaking the silence that had sprung up between them. "But I've known since that night, since I first really *saw* you, that I knew what I wanted. Maybe it hasn't always seemed that way. I mean, I slept with Faith, which was a bad move on my part, although not entirely…something I could help. And I had to make my peace with Cordelia."

"And Anya?"

He blushed. "Well, I can't quite explain her. But you never gave me any indication that you still cared, Willow. Not after Faith."

"I was tired of getting hurt. I tried to stop caring."

"Did it work?"

"If it had, would I care if you were dating Buffy?" She shrugged. "So what is it you know you want, Xander?"

"It's not that I always want what I can't have, Willow. It's that I'm afraid if I get what I really want, I won't be able to keep it or it will turn ugly like my parent's marriage did. And I don't think I could live with myself if I drove you out of my life."

"You haven't managed it yet, despite all of your best efforts." She smiled. "I need to hear it, Xander. Before I can decide what I want and what I want to do. I need to hear the words from you."

"A long time ago, I met this little girl. And I fell in love with her. She became the most important person in my life. When I grew up, I was afraid she'd realize that I wasn't quite the prize she seemed to think I was, so I did everything I could to stay the same in her eyes. Then I realized that I had to stop being stupid and show her how I felt. I didn't want to be the same anymore, I wanted to be more."

"And then it all fell apart," Willow said softly.

"But I've kept falling," Xander sat on the bed next to her again. "And I don't see the bottom, so I imagine that I'll keep falling until she opens her arms to catch me."

"And when you stop falling?"

"I'm not going to stop, Wills. I'll just keep falling with you."

Oz blinked rapidly as the door in front of him opened. Xander stood there, looking down at Willow. "You okay?"

"Yeah." She smiled.

"We okay?"

"Yeah." This time, her smile was genuine. "And tomorrow…we'll talk some more."

"And Oz?"

"Oz knows," Willow looked over at her boyfriend, sitting on the floor with Buffy curled up in his arms. "But I'm guessing at this point that he doesn't mind so much."

"I…" Oz started.

"No," Willow shook her head. "We'll talk about it all tomorrow."

Buffy woke and glanced worriedly at Oz, pulling out of his arms. "Willow…"

"It's okay, Buffy. Everything is falling apart," she looked from Xander to Oz and Buffy. "Some of us are just falling apart together."

"And that's okay?" her friend asked.

"It will be, when we land."