It amazed Oz sometimes. When he was 15 his parents had dubbed him "the rock", because not even heavy nudging could wake him once his head hit a pillow. Yet ever since Willow had started sleeping over, the slightest movement from her could have him wide awake within seconds.

That was why he was laying in bed at four in the morning, contemplating whether or not to ask his girlfriend why she was sitting up in bed with a pensive look on her face.

She sighed, softly.

"That doesn't sound too good." He said, softly, propping his head up with one arm and looking up at her innocently. She gasped, suprised, looking down at him.

"Oz!" She whispered. "What are you doing?"

"Wondering what you're doing up." He replied, tugging on her hand slightly with a sleepy grin on his face. She smiled sheepishly and lay back down, resting her head on his shoulder.

"Did I wake you up? Oh I'm sorry, I didn't mean to I'm just--"

"Don't worry 'bout it." He assured her. "What's up?"

She sighed again. "I don't know. I just got to thinking tonight about how we'll be starting college in a couple of weeks and it was just a scary thought! I mean don't get me wrong I'm glad and all because, hey, no more Sunnydale High and it'll be fun... but it's just weird."

He nodded slowly. "New stuff. It'll be weird, but I'm sure you'll be fine."

She snuggled into his shoulder. "It's scary! I mean... dorms... if my roommate is weird that means no more..." she gestured between them, "this. What if my one of my professors is a demon? What if my roomate is a demon?! Oh, and what if all my classes are too hard?"

"I somehow doubt you'll have a problem with the work load." He smirked.

She allowed a smile to spread across her face before she continued in her tirade. "I'm just... I don't know what to expect and I don't know how to prepare and I'm just... argh." She sighed, closing her eyes. "I wish there was something I could do besides... besides..." Oz smirked as she searched for the words she needed to express herself.

"Besides sit in my bed at four in the morning worrying?" He offered. She nodded violently, her hands gesturing nervously.

"Yes!" She let out another sigh, and Oz gently rubbed her shoulders.

"Get some sleep, baby." He murmered into her ear, sending shivers up her spine. "I'll make you juice in the morning and we'll think of something you can do to keep you from doing the freaking out thing."

Willow nodded, obviously much more at ease, and snuggled into his shoulder. "'Kay."

He kissed her forehead before relaxing into her embrace. "G'night."

Willow was already asleep.

***************

When daylight first registered with Willow, she sighed softly, snuggling deeper into the blankets that covered her. She felt Oz stroke her hair and kiss her lips tenderly and a smile touched her lips. A moment later she felt the bed moving, as Oz got out of bed. She made a small noise to voice her dissappointment.

"Go back to sleep, Will." He told her, his voice laced with amusement. She just nodded, already drifting off.

Twenty minutes later, Willow awoke again to the sound of Oz's shower running. This time, she stayed awake, and lay in his bed, wondering exactly what her boyfriend was up to. She checked his bedside clock, and noticed that it was barely after nine. This was getting stranger and stranger. Usually she had to drag him out of bed, and she could never even do that unless it was after ten.

The shower turned off. Willow waited a moment, and then called out to him softly.

"Oz? Um..." She trailed off as he walked into his room, toweling off his hair. He kissed her mouth softly. He was wide awake, dare she think it... energetic? "What bizarre realm have I been transferred into?"

He grinned crookedly, tossing her a towel. "You might wanna hurry up, baby. We wanna beat the crowds."

Willow just stared at him, confusion etched on her face. "Huh?"

******************

An hour later, Willow was dragging Oz through the mall, and he was beginning to wonder if his idea had really been a good one. It had seemed like it earlier in the morning... but his arm was starting to hurt from Willow's pulling, and he kept on running into girls wearing too much perfume.

"This was such a good idea!" Willow babbled excitedly, nearly skipping into the school supplies store near the mall entrance. Oz paused for a moment to catch his breath as she moved to gawk at the large display of colorful pencils. "I never knew that back-to-school shopping could be so... motivational!" she continued on, picking out some pencils, a big eraser and an armful of notebooks. "Does this look 'college' enough to you?" She asked, holding up her supplies to get her boyfriend's opinion. He was leaning against a display of day planners, watching her with a small smile on his face.

"About as 'college' as you can get." He replied, which earned him a smile from the witch-in-training. She walked contentedly up to the cash register to pay for her supplies, leaving Oz to look through the various pens, pencils and markers. < How come they didn't have these colors when I was a kid? > He wondered absently, as he joined his girlfriend at the exit to the store.

"I love shopping for school stuff." Willow beemed, lacing her fingers in her boyfriends. He grinned, allowing her to guide him in the direction of her next stop, a clothing store that he knew she frequented. "Ooh I like that dress, it's so pretty! Do you like that dress? Do you mind if I try stuff on?" She asked, never seeming to pause for breath. Oz just smirked.

"Yes, and no." He replied, "As long as you'll model stuff for me." He added with a sly smile. Willow blushed a deep red, swatting Oz very gently on the arm.

"Maybe." She glanced around the store to make sure that none of the clerks were watching them. "If you're good." She whispered, a teasing smile on her face. Oz's face lit up, and he leaned up against a shelve of sweaters, assuming an innocent position. Willow giggled, softly, grabbing a couple of sweaters, a few skirts and the dress she'd liked off the rack, and then walked towards the nearest dressing room.

Oz tried to wait patiently as he listened to Willow shuffle around as she changed. An employee with a name tag that read 'Molly' walked by him, staring suspiciously. He just gave her an innocent smile and pretended that he was very interested in the sock display in front of him. A moment later she came up to him, smiling flirtatiously.

"Hi there."

Oz just smiled politely. "Hey."

"Are you... finding everything alright?" She kept trying to subtly move closer to him. "Need me to... model anything for you?"

Oz attempted to keep the amused smirk off his face. "Girlfriend." He glanced back towards Willow's dressing room, hoping she'd be done soon so he could escape.

Molly's face fell. "Oh." She rolled her eyes slightly. "Whatever." She walked away, her heels clicking. As if on cue, Willow peeked her head out of the dressing room and grinned devilishly at Oz, motioning him over. She had specifically picked the most secluded changing room in the store, so that they'd be out of the way of the clerks' view.

Oz grinned, trying to get to Willow without being too obvious. She grinned at him, hiding her body behind the door until he was close. Then, she pulled back the door and stepped forward a bit, letting Oz see her in her potential new clothes. The dress was long and blue, and clung to her in places that made him very happy. Yet it fit into her distinct Willowstyle quite well. He smiled slowly.

"You like?" She asked, softly. He grinned, moving slightly closer to examine the dress.

"I very like." He murmered, stepping even closer and kissing her softly. She grinned, backing into the room slightly, putting her hands on his hips. He began to kiss her neck softly.

"You know, I've never had anyone to ... go back-to-school-shopping with. Well, I mean, sure Xander but... not for clothes, and Buffy was gone both of the summers that I've known her and well, last year we were kind-of busy with the whole slaying thing and... ooh." She backed straight up against the wall when he found a good spot. "You know, I think I'll have to buy this dress, 'cause um... I'd feel bad that we're... doing stuff... when I'm in it, um... the poor people who'd hafta try it on after wouldn't even... know."

Oz just smiled, and kissed her on the lips. "I'll stop now."

She frowned slightly. "Didn't say I wanted you to *stop*..."

Oz smiled. "Got anything else to try on?"

*******************

A few long minutes later, Molly knocked on the dressing room door. "Is everything working out well for you in there?"

The door opened, revealing a slightly dazed looking Oz. He walked past Molly, ducking his head slightly. Willow walked out next, carrying all the clothes she'd taken in with her. "I'll take everything."

*******************

Five very long hours later, Oz collapsed onto Willow's bed as his girlfriend sank into her chair, setting down the bags with the various clothing and supplies she'd gotten. She smiled sweetly at her boyfriend.

"Thank you." She said, still managing some energy. He squinted up at her, barely able to open his eyes.

"Mm-hmm." He mumbled, rubbing his head slightly. Six hours in a mall with screaming children and screaming teenagers excited about the new boyband single had left him a little on the exhausted side.

"It was so sweet of you... following me around and giving me opinions on clothes and stuff."

He grinned shamelessly. "It was my pleasure."

Willow smiled coyly, grabbing a bag of clothes and heading for her bathroom. "Mind if I try them on one more time for you?"

He shook his head. "Not if you try 'em on like before."

She grinned, ducking into the bathroom. "Oh, you didn't get to see what I bought to go underneath."

Oz's face lit up.

---

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