Disclaimer: Angel, Willow and Co. don't belong to me, they belong to Joss Whedon, WB, Mutant Enemy, and 'Grr Arg'. No copyright infringement intended.

By Wyld Angel

Willow stared down into her Coke, trying to hold back the tears. She was oblivious to the press of people around her, deaf to the blare of the music from the Bronze's sound system. One phrase kept running through her mind, drilling itself into her brain. *Xander had a girlfriend.*

She glanced up at the dance floor. There they were, close enough that you couldn't have slid a piece of paper between them. She wasn't Buffy, but she was shiny and bouncy, pretty and outgoing. *Everything I'm not.* she thought miserably. The soft voice in her right ear made her jump. "Not easy to watch , is it?"

Angel knelt by her chair. He had seen the pain on her face from across the room and after seeing Xander practically glued to some strange girl, it wasn't hard to put two and two together. Even now, as she looked up, startled, her dark eyes were wide and defenseless and filled with unshed tears. "Angel, hi." She looked back out at the couple on the dance floor then quickly back down at her drink. "Actually, it, um, it hurts like hell." she said with a weak attempt attempt at a smile. "I know." he replied.

Willow followed his gaze to the bar. There was Buffy. Looking beautiful and laughing at something her date, a dark haired guy Willow vaugely recognized as being on the varsity football team, had said. She looked back at Angel. "Looks like we're in the same boat tonight." Angel nodded but then smiled suddenly. He sat down in the chair next to her and covered her hand with his.

"Willow, I want to ask you a very serious question."

"What?" she asked, a little nervously.

"Why on earth are we sitting here torturing ourselves?" He stood up, and taking her sweater off the back of her chair, slid it over her shoulders. His words had just dawned on her and he was happy to see a smile tugging at her lips.

"Let's get out of here." he said, taking her hand and leading her through the crowd to the doors. They walked in companionable silence for a couple of blocks. Angel glanced at Willow. She was looking a bit more relaxed. He found it so hard to believe that Xander had never noticed her feelings for him. Moreover, why he hedn't returned them. Willow was very pretty, he realized, in a quiet, understated way. She was caring and compassionate. And an invaluable friend, as he himself was just beginning to find out.

In a few minutes they found themselves at the elementary school playground. Willow looked up, realizing where they were. The school was bordered by woods on two sides and she stared into the trees, suddenly nervous. This wasn't a great neighborhood...

A wild laugh erupted from her throat. She was hanging out with a *vampire*, for God's sake. What the hell was she was afraid of? She took off toward the playground and threw herself into a swing. Pumping her feet, she flew higher and higher into the air. The wind whipped through her hair, tossing it into her face and blinding her. She shook it back and strained to touch the stars with her toes. Just like when she and Xander were little. Each of them trying to go higher then the other. And now Xander was... *Damn Xander* she thought savagely.

Her buoyant feeling of exhilaration was gone. She suddenly realized she was crying, tears falling in icy streaks down her face. She dragged her feet in the sand, trying to stop and stumbled forward. Strong arms caught her and she looked up into Angel's eyes.

Angel gazed down at Willow's tearstained face and protective anger washed over him. This wasn't fair. She didn't deserve this. He of all people knew that the Universe was not a fair place, but this seemed intolerable. She was a normal sixteen year old girl but she had helped save the world time and again and faced evils that very few people even knew existed. She shouldn't be allowed to be hurt like this too. He reached up and gently touched her cheek, wiping away her tears with his thumb. She stared up at him so trustingly, as if he could save her from this like he had from so many other things that had tried to hurt her.

If only he could.

Then with out realizing exactly how it had happened, he was kissing her.

Willow closed her eyes as Angel's lips touched hers. Such a simple caress; tender, warm and strangely comforting. She wondered briefly if she ought to be thinking of Xander. But that thought was swept away as Angel laced cool fingers through her hair, tugging her a little closer. She was with Angel and it felt...right?

Reality came crashing back into focus as Angel broke the kiss. She stared at him, suddenly uncertain. That one moment had felt so good, but now... her head spun as dozens of conflicting emotions raced through her. She had never imagined kissing anyone except Xander. She wrapped her arms around herself and stepped back, confused. She bowed her head, letting her hair fall around her face like a curtain. Angel let her move away, giving her the space she needed. He was feeling as confused as she was.

'Willow, I'm sorry. Have I offended you?" He asked.

Spinning around to face him, she stared intently into his face as if trying to read his thoughts. "No! I mean..." She hesitated, her gaze lingering on his lips. "Actually, could you do that again?" *Ohmigod, did I just *say* that?!* she thought frantically.

Angel smiled, uncertainly and stepped toward her. Struggling to think clearly, she put a hand on his chest. The feel of his heart beating, nearly as fast as hers, under her palm didn't help matters at all. "Angel" she managed. "Where is this going?" He stepped back and she met his dark eyes. "I mean, what are we doing?'

Angel sighed and ran a hand through his hair. Gods, but this was awkward. He took her arms and sat her back down on the swing, kneeling in the sand in front of her. "Well, can I take it you enjoyed that?" he asked with a rueful smile.

Willow blushed, nodding, looking studiously down at her hands..

"Good, so did I. I know we've both been hurt, and we're both feeling more then a little confused. Right?"

Again, she nodded.

He took a deep breath. "Willow, I like you, I like being with you. And I don't think you find my company completely intolerable, right?" She finally looked up, smiling at that and shaking her head. "Good, glad to hear it. We both deserve to be lot happier then we have been." He took her hand. "Willow, I have no idea where this is going, but would you like to try it for a while and maybe find out?" He raised an eyebrow at her. "Have a little fun. Shock a few people, hmmm?"

The smile he gave her was pure mischief, and she found herself wanting to return it. No strings, no commitments. And it *would* shock a few people, two people in particular...

It suddenly seemed like just the thing she needed. She let herself return his grin and nodded. A laugh of pure joy escaped her throat as he leaned into kiss her again...

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