"I guess she's getting ready for training." He didn't look at her, instead staring down at the jacket in his hands. "You going out with Oz?"

"Full moon tonight, so we're spending the day together," she said softly. "Did you need a ride?"

"Actually," he smiled. "That would be great. I have some things I wanted to talk to you about, if you have a little while?"

She glanced at her watch. "I can talk as long as it takes to get to Giles'. I'm supposed to pick Oz up at Devon's in a half-hour. Is that enough time?"

He nodded, even though she wasn't looking at him. Her short hair was falling forward into her face as she looked down and it hurt to know that, even though they'd just spent over an hour together just being together, she was already finished with him and on to Oz.

She looked up quickly. "Xander? Is that okay? If not, we can talk tonight while I'm wolfsitting."

"No, that should be plenty of time." He shrugged on his coat; his dark thoughts eliminated his need to use it to hide exactly how much their time together had affected him. "Ready?"

Willow grabbed her purse and keys. "Yup. Bye Buffy!"

"Bye guys!"

Xander followed her out, his heart heavy. He'd hoped that this morning, combined with the talk he was going to have with her, was going to help change her mind about then, but something told him that his hopes weren't going to be realized.

Willow pulled into Giles' driveway and threw the car into park. Turning slightly in her seat, she looked over at Xander. "I thought you wanted to talk?"

"I do."

"Well?" She asked softly.

"I…I just wanted you to know…" He swallowed hard. He was a fool. An idiot. She didn't love him. Telling her anything about how he felt about her would only make it harder for them to be friends. He was in the same boat she'd been in their sophomore year and nothing was going to change that. "I was thinking about asking Buffy out."

"I…" Willow's chest tightened. "I thought you guys were already going to the dance together."

"We are. I meant…I mean that I was thinking about asking her out on a date and maybe, you know, on more than one. Maybe be a thing."

"A thing?"

"Yeah."

"And you're telling me this, why?"

He stared straight ahead, not wanting to see her eyes. Not wanting to see pain or, worse, disinterest. "You're my best friend, Wills. You're the person I tell everything to. I figured now that you're with Oz for good…I mean, there's not going to be any kind of fluking ever again between the two of us, so I figured maybe we could go back to the way we were. You know, me telling you everything. You telling me everything."

"You want to know everything about my relationship with Oz?" She asked, her voice chilly.

"I just…we used to confide in each other. We used to talk to each other. And I think that, as long as one of us is free, we're not going to be able to have that. There's always going to be something there between us. But, I mean, I like Buffy. A lot. So I thought that we could maybe be more than friends and then you and I wouldn't feel so weird around each other and we could go back to the way things were and it would all be good." He took a deep breath. "Don't you want to be friends like that again?"

Biting her lower lip to stop it from trembling, Willow managed a nod. "Yeah. That'd be great." She bit the words out. "I think it's a great idea, Xander. Good luck with that."

He didn't look at her as he opened the door. "Well, I'll let you go so that you can get back to Oz."

"I've been back to Oz for a long time, Xander."

He flinched at the harsh tone of her voice. "I know that Will."

Her green eyes were practically black when they met his. "Then there's no cause for concern, is there?"

Oz set his guitar down as he heard the squeal of tires. Moving out of Devon's garage, he watched as Willow pulled into the driveway, slamming on the brakes at the last minute. He approached the car in a mixture of curiosity and worry. Leaning in the open window, he looked around. "Everything okay?"

"Fine."

Opening her door, Oz stepped back then held out his hand to help her out. "Did you miss me?"

"Of course."

"Are you going to use monosyllables all day?"

"Asks the man of few words?" She smiled, although it was sad. "Sorry."

"Is everything okay? I mean, on the Hellmouth? Did I miss any big, bad evil?"

"Not too much. Xander and Buffy have it all under control."

The tone of her voice spoke volumes to Oz. "And that bothers you?"

Willow shook her head. "No."

"Wills, I know that you're really good at a lot of things, but lying isn't one of them." He led her over to the front steps of the house. "Tell me."

"I think they're going out. Or going to go out. Or become a couple or something." She shrugged, trying to pretend the thought of it didn't bother her, even though she knew she was lying to herself. "And it kind of threw me for a loop. Not that I'm not happy for them, but I just didn't see it coming. I mean, I thought that Xander was over her. After…"

"After he finally noticed you?"

Oz's question was quiet and laced with danger. Willow looked at him, her eyes worried. "But he's over me too. Well, I guess just over me. Buffy's got his heart."

"Or at least his hormones." Oz stood up and walked a short distance away. "I don't know what it is about him, but it drives me crazy sometimes."

"What do you mean?"

"He manages to hurt you no matter what he does, doesn't he?" He walked back and sat next to her. "I just wish…sometimes I wish that…"

"What?" Willow watched him intently. Oz had always been quiet, but he'd never been at a loss for words. "Just say it."

"I just think that, somehow, in the long run, you'd be happier if he wasn't around messing with your emotions all the time." Oz shrugged. "He manipulates you, Wills. He knows exactly what to say to hurt you or to make you happy. He knows every button to push. And he pushes them all the time."

"You think he's doing this on purpose to hurt me?"

"No Wills." He shook his head, knowing he was on dangerous ground. "I just hate that he can hurt you. Part of who I am, what I do, is want to protect you."

"Even from my friends?"

Oz pressed his lips together, knowing that this conversation was rapidly heading in directions he didn't want to go in. "Wills…"

"Don't do that."

"What?"

"Talk to me like you're humoring me. Are you coming?" She stood up and walked toward her car. She didn't look at him as she got in. "I don't want to be humored."

He nodded, getting to his feet and sliding in the passenger's side. "What do you want then, Willow?"

She met his gaze, keeping hers steady. "I don't know."

Stopping in front of Oz's house, Willow put the car in neutral. Oz watched her. "You're not coming in?"

"I wasn't sure you'd want me to."

He set the car in park and reached over to turn off the ignition. "Come in."

Moving around the car, Willow relaxed against Oz as he slipped his arm around her. Maybe if she could lose herself in his arms, she could forget about the searing pain that seemed to shoot through her every time Xander's confession from this morning came to mind.

Oz shut the door behind them, dropping his duffel bag on the ground. "Did you want something to drink?"

She shook her head, leaning against the wall. She bit her lower lip, her eyes darting nervously around the room. "I'm fine."

"Did you…" he stopped, unsure of why he was suddenly so uncertain. "I mean…"

"Sure." She let him take her hand and followed him to his bedroom. It was very clean and neat; the only part of it that was messy was one corner where he liked to practice his guitar. She sat gently on the edge of the bed and started to take off her shirt.

"Whoa." He reached out and put his hand on her arm. "What are you doing?"

"I thought you wanted…oh God. I'm sorry. You don't. Oh…"

"No. No, baby. I do. I just…I thought we could just be together for a while first." He knelt at her feet and ran his hands over her knees. "I don't want this to ever just be about sex for us, Willow."

"O…Oz?"

He stopped moving, looking up at her. Tears welled in her eyes, giving the green a magical, shimmering quality. His heart seemed to still in his chest. "Yes, Willow?"

"I…" She lost the battle, her sob wracking her body as she slipped down into his arms. He wrapped himself around her, holding her and rocking her gently.

"Ssh, sweetheart."

"No!" She pulled away, her whole body shaking. "No. Please?"

Realization dawned in Oz's eyes and he pulled back as well. Shaking his head in disbelief, he laughed bitterly. "I can't believe it…I just don't…I wasn't even gone a whole weekend, Willow and he's caught you again, hasn't he?"

She sat on her knees, refusing to look up at him. Shaking her head again, she turned around and buried her face in the bedding. "I'm sorry," she mumbled through the layers of cloth.

"Sorry." Oz nodded. "Of course you are."

She turned her head, her eyes shining with guilt. "I don't want to feel this way. I just don't know how to stop. I don't know if I can stop." She started crying in earnest. "But it doesn't matter, he doesn't love me. He loves her, just like he always loves someone else."

Oz smirked. "I wonder what that's like." He walked over to her and helped her stand up. "I think maybe you should go, Willow. And I think we should take a break from seeing each other. Sort out what you want…who you want."

"And if nothing changes?"

"I'm not going to be with you simply because you can't be with Xander, Willow. I won't do that to myself or you." He brushed her cheek. "And if nothing changes…we'll still be friends."

"If I had any sense at all…"

"Yeah, well, if you had any sense at all, you probably wouldn't be dating a werewolf either." He took her hand and walked her to the front door. "A werewolf who loves you very much."

Hearing the key in the lock, Xander slammed the refrigerator door closed and ran into the living room. Leaping onto the sofa, he grabbed the nearest book and opened it quickly.

Willow pushed open the door, shutting it as soon as she was inside. "You can go back to raiding Giles' refrigerator. I won't tell. Although how you expect to explain the disappearance of all his food without incriminating yourself, I don't know."

"I thought I'd blame you."

She nodded, used to that answer. "Like the time you at my mother's appetizers for that big client dinner and blamed it all on me? I think I got grounded and stuck in my room for a month that time."

"Hey, Jesse and I came and visited."

"Playing games outside my window wasn't exactly helpful, you know." She followed him into the kitchen and sat on the counter. "Taunting me with your fun."

"I didn't want you to miss any of it." He admitted. "I felt really bad."

"That's okay. I think my mom knew it was you all along. She just wanted to remind me that she was an authority figure."

Xander grabbed a bowl off the shelf and lifted the lid. "Doesn't Giles have any real food?"

"That you haven't eaten? No."

"Hey!" Xander dipped his finger in the pudding he'd found and then lifted it to his mouth. "Mmm. Chocolate." Setting the bowl on the counter near her leg, he dipped his finger again. "Want some?"

"No."

He waggled his finger in front of her face. "C'mon. You know you do!" Moving his finger closer, he dabbed a bit on her lip. "You're giving in to the taste of the pudding."

Willow's tongue darted out to taste the pudding and Xander froze, enraptured by the soft pinkness as it swiped across her lips. Swallowing hard, he pressed his finger to her mouth and painted the pink bow with pudding.

Stepping forward, he slipped between her legs and stared into her eyes. "I'm going to do something very, very wrong here."

"You are?" She whispered.

He licked his lips, "Yeah." Moving his head slightly, he replaced his finger with his tongue, removing every bit of chocolate with soft, delicate licks. Swallowing, he blinked rapidly and met her eyes. "Aren't you going to say something right about now? Something about how you're dating Oz and I told you I was going to ask Buffy out and how we're best friends and that's all we're going to be and…"

He stopped as Willow grabbed his face, tilting it up. "Xander?"

"Yeah?"

"Shut up and kiss me?"

He nodded willingly, closing the short distance between them and melting into her arms and her kiss. His tongue parted the lips he'd traced, slipping into the warmth of her mouth. Her arms wrapped around him, pulling him even closer as her legs entwined around his waist.

He rested his hands lightly against her hips, pulling her closer so he could feel the heat of her body against his. Memories danced in his head, interwoven with fantasies and hopes and dreams that he'd allowed himself to harbor without much hope of fruition.

Pulling away from the kiss, he struggled to catch his breath. "I can't do this, Wills."

"Yeah you can. You were doing really well."

"You're with Oz…"

"Not anymore." She shook her head, unable to hide the small smile. "We're not a thing. He knows. And now I know too."

"You're…" His smile trembled, almost as if it wasn't sure anything was real. He raised his hand and stroked the soft skin of her cheek. "I love you, Wills."

She nodded. "I know that now too."

He pulled her off the counter and tugged her into the living room. Turning on Giles' radio, he pulled her close to him. "You know, this all started because of that stupid dance next week."

"Stupid? I hope you know you're taking me to it," she reminded him.

"Well, I want to dance with you now." Turning the knobs, he hunted for a station. "What are we in the mood for? What says celebration? What kind of tune says my best friend and I finally got it right?"

"Xander…" Willow took his hand and pulled him away from the radio and into her arms. "Any old music will do." She leaned against him and started swaying.

"Okay, but Wills? This is talk radio."

Shaking her head, Willow danced to the soft beat of his heart. "Not if you listen closely."