Disclaimer: Buffy the Vampire Slayer and all the characters that appear on the show are the exclusive property of Joss Whedon, UPN, Mutant Enemy, Inc. and any one else with a legal binding claim to the shows and/or characters. No copyright infringement is intended.

*******

"You and Xander?" Buffy squeaked in disbelief.

"Not so loud," Willow hissed, even though the graveyard they were walking through was pretty much of the deserted variety, other than the dust clouds that had been vampires until moments before. Buffy grimaced apologetically, then continued in a more modulated tone.

"I'm sorry, it's just...you and Xander?"

"Me and Xander. And me and Oz. And Xander and Cordelia. It's not even a triangle, it's a quadrangle, with vectors, and, and...I can't think of another good metaphor, but you know what I mean..."

"Yeah. Not so much with the geometry, but yeah. But...you and Xander?" Buffy repeated, still trying to get the concept to penetrate. Willow flashed her a look of annoyance.

"Buffy, is that so hard to believe? You don't think Xander could ever find me desirable? I mean, I know that Xander hasn't ever seen me like that, but that doesn't mean he couldn't!" Before Buffy could say anything in her defense, Willow's shoulder's slumped gloomily. "Except that now that I'm seeing Oz I think maybe the only reason he sees me as a pretty girl is because Oz sees me like that. See?"

"I see," Buffy teased. "Because he's afraid he'll lose you or something?"

"Well, he already has lost me, kinda. I mean, because of Oz," Willow said softly. "I mean, for so long all I wanted was for Xander to-"

"You say see, I slay. Try saying that ten times fast," Buffy joked. Willow stuck her tongue out at her, her mood appearing to lift for a moment before her expression turned serious again.

"To want me," she said emphatically, her eyes grave. "I mean, he wanted you and he wanted scary mummy girl and he wanted Miss Let-Me-Bite-Your-Head-Off..."

"I still don't get the Cordelia thing," Buffy commiserated.

"I was talking about Miss French," Willow said, the corners of her mouth turning up for a second before the solemn look returned. "But, yeah, Cordelia. It was like the only girl he didn't want was me. And then, just when I'd given up on it altogether..."

"He wanted you."

"Right. And...it's like, you always wanted a pony, and then you grew up and you knew you wouldn't be able to even ride a pony anymore, and maybe you got like a really great, nice, sweet puppy that's better than any old pony, but then all of a sudden there it is, the pony, exactly like you always dreamed..."

"Did you hear something?" Buffy asked suddenly and both girls froze. After a moment the Slayer shook her head. "I don't sense vamps. Probably a cat or something." They started to walk again, and Buffy touched Willow's arm questioningly. "So what's it gonna be, Will? Pony or puppy? You can't have both."

"I know. That way lies non-stop hurting for everyone," Willow agreed. "I've chosen. I mean, we've chosen, the two of us, Xander and me. It's over. We're not going to do it anymore." Buffy stopped walking so abruptly that Willow nearly fell down.

"Do. It?" Buffy asked, eyes wide. "You don't really mean 'do it', right?"

"Not that 'it'. The secret smoochies 'it', Buffy," Willow answered impatiently.

"Oh, good. That's...good," Buffy sighed in relief.

"It is. It is," Willow repeated, as if trying to convince herself. She started to pace back and forth a bit as Buffy stood and watched her patiently. The redhead shook her head as if to clear it, pressing her palms against her eyes. "It's over. It has to be over. When I think about how close we came to..."

"Being caught red-handed by your significants?" Buffy supplied helpfully. Willow groaned and nodded, hands still covering her face.

"Exactly. Just thinking about it makes me nauseous. I mean, I can almost see the look of betrayal on Oz's sweet adorable face." She turned to the Slayer, eyes wide and desperate. "I love him, Buffy. I love Oz. I can't lose him, I don't know what I'd do."

"You won't lose Oz. He's totally of the Willow-smitten," Buffy said reassuringly. Willow smiled wanly, then continued a bit more uncertainly.

"And however unnatural it might...I know Xander loves Cordelia. And I want him to be happy."

"And you think Xander can be happy with her?" Buffy asked, trying unsuccessfully not to sound incredulous. Willow shrugged.

"I don't know. I just know she's what he wants."

"And Oz is what you want."

"Yes," Willow attested. The two girls resumed walking together at a leisurely pace.

"And you're both gonna be okay with this?" Buffy inquired, more than a little doubtfully. Willow nodded with certainty. "You don't think it's gonna be really awkward?"

"No," Willow answered categorically, then sighed. "I don't know. I guess. Maybe. But I still want Xander to be part of my life. I hope we can just put this all behind us and go back to how we used to be."

They continued to walk in more companionable silence, neither of them seeing the figure that had been trailing them the entire time, listening to the whole conversation, his dark eyes taking in Willow's distress. It had hurt to hear about their past from her point of view, all the times she had been right there in front of him, his for the taking and he had looked directly past. Xander sighed, heading for home. Willow was right, of course. It was too late now, and she loved Oz, and he loved Cordelia, as unlikely as it seemed. They needed to just put this past them...get back to how things were before the fluke.

He only wished he knew how.

******

"This has to stop," Willow panted, pulling out of Xander's arms again. Xander took a step back, running his hands through his hair in distress. The broom closet didn't exactly give them a lot of space with which to distance themselves, but they managed to arrange themselves so that no body parts were touching. Willow turned her back carefully to redo the buttons of her blouse, tears threatening again. He didn't need to see her face to know that. No matter how it started, it always ended like this.

"I know. You're right," he said tonelessly. She wasn't sure if it was the endless repetition of this scene or misery over his own guilt-racked conscience that made him sound that way.

"I am right," Willow said harshly. "I can't take this, Xander. Oz keeps asking me what's wrong. He thinks I'm all distant because of the werewolf thing now."

"Yeah? Well, Cordy's getting pretty suspicious too, you know. And now Buffy's wanting me to stay clear of the slayage, which means it's gonna be harder to find excuses...which won't be a problem because we've got to stop."

"We do. We will. We are," Willow said through clenched teeth. She turned back to him, her breath catching unexpectedly, not with the expected recriminations or anger but with trepidation. "Xander, something major bad's up. Bad Hellmouthy stuff. I mean, Giles is rattled. And Buffy doesn't want you or Cordy anywhere near it." As if they had a will of their own, his arms surrounded her waist and pulled her closer to him.

"She told me." Xander murmured into her hair. "Soon as I finish the donut run that I'm supposedly on right now, I'm supposed to make myself scarce. What about you?" Willow shook her head, her smooth cheek brush against his slightly scratchy one. The urge to kiss her again was nearly impossible to resist.

"They're gonna need some witchy help. And it's the full moon tonight. I can't leave Oz here alone with the big hairy evil." She pulled out of his arms on that last, resolve face firmly in place. He brushed her hair out of her eyes gently, his eyes troubled.

"I don't like this, Will." Willow grabbed his hand, lightly stroking the palm as she brought it down, not releasing it as he had expected. When she spoke her voice was throatier than normal, too. Xander swallowed hard, trying not to stare at her lips, now somehow managing to smile a bit.

"I know. You didn't even go for Oz comment with the `big hairy evil.'"

"Too easy. I have my standards." Willow's strained attempt to chuckle brought him back to topic. "Will, I'm serious, I don't-"

"No, it's good. You and Cordy go have a nice quiet coupley night together, and I'll be here with Oz and the evil, which is distracting, as evil often is..." He leaned down and touched his forehead to hers, and she closed her eyes, fighting back sudden tears. "I can't do this anymore. I can't be around you, Xan. I want to be strong, I do, but I just can't seem to stop wanting to..." she trailed off as his lips trailed closer to hers, then shook her head violently. "You see?"

"Okay. You're right. I'm going now. Gonna get the donuts, bring them back..."

"And I'll be somewhere else when you do that, like the ladies' room or something..."

"Good...and then I'll call Cordy. Make a night of it." She nodded, already seeming to breathe easier. "Will?"

"What?" she asked softly, her stance apprehensive.

"Just...don't do anything too risky tonight, okay?" he said softly, resisting the urge to take her in his arms again. *I can't lose you, not for real and for good.*

"I won't," she whispered, managing a quirky half-smile. "Don't worry, I'll have two Slayers and a vampire watching my back. Plus Giles. They won't let anything happen to me. I'll be safe as houses...although I never understood that expression. 'Safe as houses'. I mean, don't most accidents happen in the home? Like in the bathroom, or something?" Her babbling told him how nervous she really was, but he knew if he took her in his arms one more time, they'd be right back at square one. So instead he peeked out, making sure the coast was clear, and ran away into the sunshine, unable to shake a nagging feeling that he was making the biggest mistake of his life.

******

Cordelia raised an eyebrow as Xander returned with their drinks. So far the evening had not been going well. Cordy had confided in him; her family's fortune had just been forfeited to the IRS. She was going to have to get a job after school just to make ends meet. He'd held her as she cried, then tried to salvage the evening as best he could. He had appropriated his uncle's car for the occasion, though it seemed to make his girlfriend miss her own fancier, now repossessed, car more. Plus, he had been distracted himself, worrying about what might be happening with his friends later. Wishing he was there to watch their backs, like he'd always...

Xander grimaced. Who was he kidding? He was mainly worrying about Willow. Willow's back was the one he felt like he should be watching. Now there wasn't a part of her he could be in the same room with and keep under control, and that hurt. Their friendship was going down in flames, and-

"Okay, that's it," Cordelia said firmly, slapping her palm down on the table. The Bronze was noisy enough that he didn't hear the sound, but the glasses moved, startling him. He looked at her questioningly. "I know why I'm Distracto-girl, but what's up with you? You've said barely two words to me since we got here." Xander gulped, then went for his usual partial truth.

"Just worrying about the gang a bit. Whatever's up is big, that's why they wanted us out of the way. No room for the normal people in the big bad fight." The last was said bitterly, but Cordelia seemed not to notice.

"For once and about time." She glowered at him. "Please don't tell me you'd rather be at best rolling around in slime and yuck or getting yourself killed than be with me." For a moment she looked like she might cry. "Though maybe you'd be right." Xander blinked, then grabbed her hand, starting apprehensively when she pulled hers away.

"What? No! Why would you think that?" Xander squeaked. *She knows she knows she knows,* his heart's guilty hammer sounded.

"I mean, I know I haven't been a lot of fun to be around lately," Cordelia continued, looking down at her now-free hands like they held some deeper truth, "and now that you know I'm broke, I...I guess I'd understand if you weren't...you know, if you felt differently..." This time when he grabbed for her hand she let him keep it, and he held it both of his, trying to will her to believe his words.

"Cordy, no. I don't care about your money. I mean, I only care that you care, that you're hurting...I want to make it better. And I don't know how, I wish to God I did."

"I don't know how either. But that can't be all it is. Why have you been avoiding me?" she asked plaintively. "I mean, I've been keeping things from you, the IRS thing, the how I'm feeling thing, and I...you must have sensed I wasn't being honest. Is that it? Did I push you away?"

"No. You haven't been pushing, and I haven't been avoiding. And if it seemed like I was, I'm so sorry. All I can say is, I didn't mean to." He squeezed her hand reassuringly and she smiled, the first real smile he'd seen tonight. Inwardly, Xander cringed. 'I didn't mean to.' It covered a multitude of sins, just one more half-truth on the ever-growing pile. He'd have been sure he was going to Hell if he wasn't already feeling like he was there.

"I just...I really need you right now, Xander. It's like, everything I could count on, it's all gone and I'm just lost...I'm so lost..." He pulled her into his arms, for the second time that night feeling the wetness of tears against his shoulder, and murmured the only things he could think to say that might help.

"Hey. I've got you. You're not lost."

He rocked her like that for a time as she cried, his own emotions all over the place. All he knew was that Cordelia Chase needed him, really needed him, in a way that neither of them had realized before. Xander couldn't remember the last time he'd really felt needed by anyone, let alone this girl that some part of him loved deeply. He would be damned if he was going to turn away from that, not for any reason.

"Xander?" she sniffed.

"Yeah."

She pulled away to look at him, and he couldn't quite read her expression. Her color was high, which could have been embarrassment, but there was also a sense of anticipation, a brightness in her eyes that was more than just the shine of her tears.

"Would you...could we...?" she fumbled.

"We can do anything you want," he answered, hoping to reassure her.

"C-could we go somewhere? Like...like a hotel?" she finished, taking a deep breath when she was done. For a moment he didn't even understand what she was saying.

"What?"

"A hotel," she repeated, seemingly more comfortable with the word now that it was out. "I don't want you to take me home tonight. I want to spend the night with you, somewhere nice..."

"Are you saying what I think you're saying?" Xander asked carefully, unable to keep his voice from raising an octave. Cordelia nodded, searching his eyes.

"I'm saying I want to make love with you."

"Check, please," Xander said weakly, stunned. She slapped his arm playfully. "I mean, you're sure? You're sure that you want to...with me?" She nodded again as she ran her finger lightly up his forearm, and Xander shivered.

"I've been thinking about it a lot. I mean, the Prom's coming up, and I thought maybe we could do it then, but that's so cliché. And I know you're the one I want to have my first time with, Xander. You're the only guy I ever really...cared...unless...unless you don't want to..."

"What? No! I mean yes! I mean, of course I want to. I just want to make sure it's right. For you. When you and I...when we make love, I never want you to regret it, Cordy."

"I won't. I promise," she said, leaning in for a kiss that drove her point home. Xander knew that this was wrong on some level...he'd been playing illicit tonsil hockey with his best friend scant hours before...when they finally broke the kiss he opened his mouth to tell her no.

"Okay then. Let's go."

He barely remembered leaving the Bronze and getting in the car as his mind whirled with all the implications. It was the feel of her pressed close against him in the front seat, the sudden rush of excitement as he fully comprehended what might be about to take place, that made his attention slip. He wasn't even looking ahead as he moved the car forward. The crunch made him wince and made Cordelia roll her eyes and groan. He immediately turned his attention to her.

"Whoa! Oh, no...are you okay?" he asked.

"I'm fine, I just can't believe this," she moaned. He looked at her apologetically, a brief, hysterical burst of laughter escaping.

"It's nothing. I bet it's just a nick. Maybe not even a nick, just a..." he said as he opened the car door. They both watched the driver emerge from the other car, and Cordelia's hand went to Xander's arm automatically, her fingers digging in when they both saw Jack O'Toole. Xander gulped audibly before he finished, "...scratch." Xander stepped out of the car, motioning to Cordy. "Stay in the car, I'll handle this...Jack, are, are you okay? I didn't see you there...you just came out of nowhere."

"I was parked," Jack replied flatly, approaching with more than a fair amount of menace.

"Exactly. Look, I can cover the damages. I don't have insurance in the strictest sense of the word, but I have a little money. The important thing is that we're alright and we can work this out like two reasonable..." Xander gulped as Jack drew out the long hunting knife, "...frontiersmen."

"Where do you want it?" Jack snarled.

"Pretty sure I don't-Cordy, stay back!" Xander said, backing up to keep himself between Jack and his girlfriend.

"Nice knife. Overcompensate much?" Cordelia eyed Jack's knife with feigned nonchalance; only because he was close enough to feel her trembling did Xander know how scared she was.

"Maybe I should cut your girl instead, Harris," Jack growled, causing Cordelia to stiffen in alarm. "Or maybe you should give me a turn, and we'll let this whole thing go. Trust me, she'll enjoy herself, I've heard she likes it rough." Xander's whole body tensed, rage giving him a courage he had previously lacked.

"Maybe you should watch your mouth," he said in a low voice that carried surprisingly well. It was menacing enough to make Jack raise an eyebrow in surprise. Then he laughed, a short unpleasant sound.

"Maybe you should make me," Jack sneered. "Like you even could."

"Xander, don't!" Cordelia cried. It was the only thing that kept him from making a suicidal charge. Cordelia glared at him angrily, then her eyes widened with a sudden thought. "Just once I'd like to have a date not end with you sending someone to the hospital."

"What?" both Jack and Xander said in unison.

"I mean, Jack's got a knife, so this might be a bit more fair," she said, looking the thug over dismissively, "but I'm sick of trying to get the blood out of my clothes. My dry cleaning bills are getting to be beyond ridiculous." Xander looked at Jack's skeptical gaze and laughed, a high-pitched hysterical sound.

"She's drunk," he lied desperately, pulling Cordelia further back and turning his back to Jack. "Are you?" he asked her between his teeth. A hand on his arm made him turn back towards Jack. The ruffian was smiling.

"How bout it, man? You want to have a go? Katie and I have been dying for a good fight."

"Katie? Your knife...has a name," he said with horrified understanding. "How very serial killer of you."

"Come on, Xander...you're not the kind of guy that lets your lady lead you by the nose, right?"

"Yes, I am just that kind of guy. Only, it's not my nose she's-oww!" Xander rubbed his arm where his girlfriend had pounded it. She glared at Jack, who was leering knowingly.

"We're going," she insisted. "Get an estimate, send him the bill. I'm not in the mood to watch the...someone die in a knife fight in an alley tonight." Xander thought they were going to get away with it for a moment, until he saw Jack's expression.

"Sorry about that, Princess, but me and your boy have this unfinished business. And if you get in the way again, you won't just be watching."

"Don't you threaten her!" Xander called, grabbing hold of Jack's shirt without thinking. At that moment a light was shone in their faces, and Xander closed his eyes to slits as a strange voice spoke.

"Hey! Police, what's going on?" Xander released Jack quickly and they moved away from each other as the police officer moved the light away, advancing towards them cautiously.

"Nothing. Just rassling," Jack said, giving Xander a meaningful look. Xander was about to confirm Jack's lie when Cordelia spoke up stridently.

"Officer, would you please arrest this guy. He has a knife, he threatened to hurt us, plus he's terribly rude." Both Xander and Jack gaped at her, but the officer's eyes narrowed in recognition.

"O'Toole. I should have known." He turned to Xander. "He attacked you? You're pressing charges?"

"Yes, he is," Cordelia said firmly, her hand on Xander's arm. "But not tonight. Can we come down to the station in the morning?"

"I don't see why not," the officer shrugged as he pushed O'Toole against the side of Xander's car and cuffed him. Jack eyed them calmly when the policeman pulled him away.

"You're a dead man, Harris. And me and the boys are gonna do things to your girlfriend she'll never forget..."

"That's enough," the officer barked, handing a business card to Xander as he hauled the thug away. "That's my name and badge number, kid, for when you come down to file your complaint tomorrow."

"Thank you Officer...Stevens!" Cordelia called brightly as she read the card over Xander's shoulders. Jack continued to curse and threaten them as he was hauled away, and Xander sagged against the hood.

"I'm gonna end up paying for that," he moaned. Cordelia pressed her body against his and offered her lips.

"It's gonna be worth it, though," she promised. All thoughts of Jack, Willow, Buffy, or any other people on the planet fled from Xander's thoughts for some time after that. When they finally came up for air, she opened the driver's side door and slid into the passenger seat. Xander gulped as he joined her again. They sat in silence, his hand frozen on the ignition key. He couldn't stop thinking about what was about to happen, and he was awash in uncertainty. He should tell her about Willow, he thought suddenly. Before they-

"Xander?" Cordelia asked softly.

"Yes?" he responded, his mouth suddenly dry. She'd changed her mind, he thought. He wasn't sure if what he felt was more relief or disappointment.

"Let's find a hotel outside of Sunnydale."

The statement hung there, like a balloon full of promises. He knew what would happen if he told her now. Besides, what was there to tell, really? The Willow thing was over. They'd both agreed...

He smiled at her as he started the engine.

"Good idea."

*******