The dark figure standing outside Willow’s french doors wondered what was whaling louder; the storm, or the poor teenager inside. Angel had been patrolling the area and was going to stop by and see the hacker, but when he went to knock on the window, he heard the painful sobs. He had to wonder though, what had cause the pain. Oz? He knew the couple was having problems, but would Oz have really left and broke her heart? Xander? No, that poof was to absorbed with the cheerleader to even notice anyone else these days. It pained Angel to see her like this. Ever since she had given him his soul back and brought him out of hell, they had become close friends. They would talk for hours about past times. Family. Friends. Anything at all really, and Angel knew that she knew him better then anyone else. Deciding to find out the cause of her pain, he raised his hand to knock on the door.

************ a few hours earlier ************

“You’re what?” The young hacker grabbed the chair to steady herself as she stared at her boyfriend in disbelief. Sure they were having problems, but they could have been worked out.

“ Do I need to say it more clearly? I. Found. Someone. Else. I am moving on with my life. I think that the problems we are having are just to much right now and I need my space.” Oz looked around the room, everywhere but at Willow. He hadn’t wanted to tell her to her face, knowing that she would over react. Well, there were other reasons.

“ Who is she? Huh Oz, you left me for someone else. Well? I am waiting? WHO THE FUCK IS SHE?!” Willow felt her whole world come crashing down around her. She had loved Oz, well she thought she did. The pain of his betrayal was more then the pain of his leaving. Walking over the her bedroom door she opened it and waving her hand, flinging Oz out the door and into the wall. “ Get out! I don’t ever wanna see you again.”

Standing up, Oz started for the stairs. Halfway down he paused and turned up to look at her. “It was Buffy. The girl I left you for, it was Buffy. She was there for me when you won’t give me what I needed.” With that being said he turned and walked away. Willow went numb. *Buffy, my best friend, the slayer, had slept with MY boyfriend. Behind my back, how could she? I thought she was my friend. All those months when I told her my fear that Oz had someone else, she just smiled and told me that I was over reacting.* Willow walked over to her bed and sat down. Curling up it a little ball she laid there and picked up a picture of her and Angel last month at the State Fair. She had cast a spell so he could be seen in the picture. They were the only ones who went because everyone else was in LA. fighting some demon. Willow had stayed behind because Buffy, Giles and Xander had felt she couldn’t take care of herself. Angel stayed to keep an eye on Sunnydale and make sure she was ok while the others were gone. Also, he and Buffy had just broken up. Angel had stopped by one night with two tickets. It was with out a doubt the best night of her life. *He is the only one I have left. My last true friend.* Tears streamed down Willow’s face as she started to cry. Soon the tears came harder and she started to sob uncontrollably. Breathing became harder as the sobs racked her body. She lay there for hours. Listening to the rain and wind. Depression sat in as she cried herself sick and could hardly breath.

************ present ************

Angel knocked on the window. He heard the sobs stop for a moment, as if long enough to listen. Willow looked at him as if she couldn’t believe he was really there. Angel heard her try to control her ragged breathing, trying to look as normal as possible as she sat up. Motioning for him to come in he turned the handle and walked into the bedroom. Walking across the room he sat on the bed facing her. *Who ever did this will die. I swear. I can’t believe anyone would wanna hurt her this way.* He looked at her, waiting for her to speak.. but she just sat there, eyes tiled downwards...silent tears falling.

“ Willow? Sweetling what happened? Why are you crying?” Angel was trying to give her time.. but he needed to know what was wrong so he could try and make things better.

Willow opened her mouth to say something.. but closed it again. It hurt so much to think.. and if she said it out loud then it just made it even more real. Then again, this was Angel and she knew that he would understand and he would try and make things better. He would always be there for her. So she decided to try again.

“Oz.... he... he..” Well, this was farther then she thought she was going to get the second time around. Taking a deep breath she looked up at Angel. “Oz broke up with me today. He told me our problems were too much and that he needed someone who could give him what he wanted.....” that was as far as she got before Angel cut her off.

“Oh, Willow, I am so sorry. I had no idea. Is there anything I can do? Chocolate... ice cream... Oz’s head on a silver platter?” Angel felt a bit better as he saw that she had tried to smile. *Dead. He is a dead guy.* He reached over and brushed a strand of her fiery red hair off of her tear stained face and tucked it behind her ear.

“There is more. Oz had someone else on the side for about a month. She finally convinced him to leave me and devote all his time to her.” Willow felt tears well up in her eyes but she blinked them away. Angel deserved to hear this from her even though he and Buffy had been apart for almost a month. *Oh my gawd. That’s why she left Angel. She had Oz.* “ Angel, Oz left me for Buffy.” Angel was shocked. He became very still and there was no emotion on his face. Willow thought she had made him mad. The unshed tears that had been building had finally began to fall.

Angel looked down at Willow and knew how she felt. *No wonder Buffy left me, she had Oz. How could she do that to Willow? They were suppose to be best friends.* “ Willow... sweetling.. please don’t cry.” Angel moved next to her and drew her into his arms and held her as she cried. Stroking her hair and rocking her as a mother would a small child. Whispering words of reassurance to her he kissed the top of her head. He felt Willow shiver and he leaned over and pulled the comforter over them both and tighten his hold on her. Her tears slowed to a stop and they lay there in silence. Finally Willow spoke up.

“ I wouldn’t sleep with him.” She said it so suddenly that it caught Angel off guard. She had told him a part of their problem months ago.. but it wasn’t a big part. The sex was a large part of the problems between her and Oz. Another big one was Angel. Oz always accused her of loving Angel more and blaming him for her not having time to spend with him. The picture of them at the State Fair had pushed him over the edge and they had fought. It ended with a bruise on Willow’s face and her promising Oz that she would never see Angel again. But, of course she still saw him. He had seen the bruise and flipped out.. but Willow lied and said she fell. She knew she had to tell Angel that... if not only to save Oz, but herself as well. The lecture she would have received.. was more then she could have handled right then.

“ Sex?” Angel didn’t think he had heard her right the first time, but when she didn’t say anything else he assumed he had heard right. How could Oz be so stupid? Willow was beautiful, intelligent, loving, a great friend, and most of all she had a heart of gold. How could anyone hurt her like this over something as trivial as sex?

Taking a deep breath, Willow prepared to answer him. Wondering if perhaps now was the right time to tell him everything. “ Yeah, sex. One of the reasons he left me was because I wouldn’t sleep with him. Oz told me he loved me and that was all that should matter and if I really loved him....” she stopped a moment to take a deep breath. She felt Angel tighten his arms around her, pulling her closer. She was thankful for their friendship. Snuggling closer to him she continued. “ There were other problems.. but I really don’t think now is the best time to go into it.”

Angel looked down at Willow as she told him about the relationship with Oz. *The boy really was dense. I swear, if I ever see Oz again, I will ring his little neck and suck him dry.* “ Willow, what else aren’t you telling me? I have a feeling what it is.. but I don’t was push.. also if I am wrong, I don’t wanna upset you.” He had a feeling that bruise she had come across a few weeks ago was not as straight forward as she had lead him to believe. But he had kept silent, not wanting to push her into admitting it if she didn’t want to. He wanted her to tell him because she trusted him and felt safe. Not because he pressured her. For some reason it was important that she trusted him. He trusted her with his un-dead life. *Its love you fool.* His inner voice spoke up. Not listening he looked down at Willow.

Willow felt her world come to a stop for the second time that day. *He knows! Angel knows about the bruise! Maybe not all the reasons.. but he knows Oz gave it to me. Ohhhh...what am I going to do? I guess the truth comes out sooner then later.* With a very shaky voice she started to answer the best way she could. “ Do you mean the bruise? ” She looked up at him, the pain and hurt showing in her eyes. Willow could see the same in his, but she also saw concern... for her.

Nodding, he answered her. “ Yeah, I am talking about the bruise. I knew there was more behind it, but I didn’t want to bring it up and force you talk about it. You didn’t fall that day did you? ” Angel looked down at the trembling girl in his arms. He knew she wasn’t cold, so what was causing her to tremble? Fear? *I hope Willow knows I would never hurt her.* “ Willow your trembling. Why? ”

“ Oz. The bruise came from Oz.” Willow spoke so low she didn’t think Angel heard her until he spoke.

“ Why? How could Oz ever hit you? How could anyone hit you? Don’t people realize how special you are? ” Angel could not fathom anyone hitting his Willow. *Wait, when did she become my Willow?*

Willow trembled as she realized she was about to explain things she never thought she would have to explain. “ Angel.. please. Tonight is not the best time to talk about this.. but if you really want to know, I’ll tell you. ” Looking up at Angel she hoped he would leave well enough alone...but the look she saw in his eyes told her he cared enough to be adamant. Seeing a nod from him she continued.

“ Oz use to complain that I didn’t love him, and the refusal to sleep with him only convinced him more. He accused me of cheating on him, I was always busy with school, or my slayerett duties and he said I never put him first. That weekend they went to LA., you know, when we went to the fair, he accused me of cheating then too. He saw the picture we took together and tried to make more of it then what it is. He hit me, and made me promise never to see you again. Well, I couldn’t do that.. you are my best friend and I love you. ” The long night had put a strain on Willow and tears she didn’t even know she had threatened to fall.

Angel was stunned. Oz thought Willow was having an affair with him? Willow loved Oz... or so Angel thought. It appeared to him that she was more upset with the fact that he cheated on her and hit her. *She loves me? I love her too. I mean she is my best friend.* “ I love you too Willow. I never meant to cause this problem between you and Oz. If I had known that he was thinking that I would have stayed away.......” That was as far as he got before Willow cut him off. “ Angel

don’t even say that. It is not your fault. It is Oz’s fault, if he felt insecure then he should have talked to me and he didn’t. I’m glad it’s over.” *I can be with you now, all the time. My one true friend... and love. Love? Oh wait, where did that come from? I know Angel doesn’t love me like that.. I had better watch out how I am around him.* Angel looked at Willow as she said this. He knew she meant it.... and a part of him felt happy. He wanted Willow to be happy and that poof couldn’t make her happy. She deserved to be cherished and loved until her dying day and then some. Someone who could make her laugh, and who she could talk to whenever she need a friend. * Me. I love her. Oh my God. I have no clue how she feels about me. I can’t tell her.... I may lose me only friend.* He was brought out of his thoughts by a movement at his side. He looked down and saw Willow tossing and turning. “ Sweetling, what’s wrong? ”

Willow looked at him and smiled. “ Trying to get comfortable. ” What she heard next she would remember for the rest of her life. Laughter. Sweet and pure laughter. “ Hey mister... it was not that funny. ” Leaning over she poked him in the chest and settled against him. She smiled to herself as she felt his arms tighten around her and drawer her closer.

Angel could not get over the look on her face and she told him she wanted to get comfortable. It was the look a small child would give when they knew they were in trouble. He smiled as she snuggled closer to him and closed her eyes. Wrapping his arms around her he settled down and got ready to fall asleep. As he was drifting off to sleep he heard her say “ I love you, Angel. ” Smiling he leaned over and kissed her forehead.

“ I love you too sweetling. ” The two drifted off into a peaceful sleep and for the first time in awhile, their own nightmares and personal demons were kept at bay. Total unaware of the two people outside who were, to put lightly, pissed.