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He woke the instant Dawn set foot out of her room, tore himself from the comfort of his sire's embrace and the wide soft bed and was out in the hall before he'd quite registered what he was doing. Dawn blinked sleepily at him, standing with her bag dangling from her hand, her hair everywhere, still in her pajamas. "Spike?"

"D'you need anything, pet?"

She shrugged and rubbed her eyes. "Just a bathroom with a towel in it."

Spike ran a hand through his hair. "Right, I'll get you one, shall I?"

"Okay." She turned and went back to her room, and Spike slipped back into Angel's. Angel was still asleep, his hand outstretched over the spot where Spike had been lying a moment before. Spike went quickly to the bathroom and fetched a clean towel.

Dawn was sitting on her bed, pulling what she needed from her bag with the sort of concentration that suggested she wasn't yet firing on all cylinders. Spike handed her the towel. "Big plans for the day?"

She yawned. "Cordelia's taking me and Fred shopping. I guess Fred's sorta their project-person. She was in a demon dimension for five years."

Spike blinked. "Oh. D'you need money?"

Dawn shook her head. "Cordelia's got a card of Angel's, she said he couldn't object if she was buying things for me with it."

Spike nodded. "Good. Good."

Dawn smiled. "Spike. It's daytime. You should be sleeping. Go back to sleep."

Spike rubbed the back of his neck–-mostly healed, he noticed–-and nodded vaguely.

She pointed to the door. "That way. Sleep. I'll be fine, I won't buy anything crazy."

"Get a helmet, okay? A good one."

Dawn rolled her eyes and stood. "I will. Just go on, don't worry."

Spike nodded and turned and headed back out.

Angel was awake when he got back, lying there watching the door. Spike hesitated at the edge of the bed, and Angel said softly, "Thought I told you to sleep."

"She needed me," he replied sturdily, which was stretching things a bit, but not more than he could get away with. He crawled across the bed, and found himself tucked firmly against his sire's body.

"I mean it this time," Angel muttered into his hair, but Spike didn't need any prompting.

Angel woke up in the afternoon, with Spike still asleep in his arms. It was a pleasant contrast from the startlingly bereft feeling of waking up alone a few hours before, and Angel pressed his face into the soft shock of bleached hair and enjoyed the momentary contentment.

Soon enough, reality intruded; a stray glance around the room lighted on the forlorn bits of metal on the dresser, and Angel recalled that Spike needed clothes. Loosening his grip on Spike, Angel rolled onto his back and reached for the phone at the bedside, punching in Cordelia's cell phone number.

Three rings, and then it picked up. "Hello?"

Dawn's voice, and Angel felt an immediate pang of guilt; he'd promised to be here for her, and yet here he was snuggled up to Spike, while Cordelia entertained Dawn. On the other hand, he was almost certainly financing their shopping trip. "Dawn. Isn't this Cordy's phone?"

"Yeah, but as soon as it rang, she said she had a premonition that it was you, calling to check up on me."

Pang. "Are you having fun, then?"

Dawn giggled. "We're shopping, Angel. Dumb question."

Angel felt a little relieved. As long as Dawn was happy. "I was wondering if you ladies could do me a favor. Well, for Spike, really."

"Sure. What's he need?"

Well, now there was a question. Angel forced himself to stick to the simple answer. "Clothes. His got wrecked by that demon's blood. Pair of jeans, t-shirt, you know the stuff he likes."

"Yeah, no problem. Don't worry, I won't let Cordelia buy anything pink."

Angel blinked, as much silenced by the thought of Spike in pink as by his immediate certainty that Cordelia would never try it because it wouldn't flatter his skin tone. "Would she?"

"She tried. We were getting helmets, and she seemed to think Spike's should be pink."

"Oh. That's. A joke."

"Good. I got him a black one. There's no point buying him one if he won't wear it."

"Yeah." Angel frowned. They'd gotten to the part of the phone conversation where he normally hung up, but this was Dawn, and he suspected different standards of phone etiquette applied.

"Gotta go, Angel, we're at the shoe store. Hey, what sizes? For Spike?"

Angel rattled them off and listened, nodding pointlessly, as Dawn repeated them back, then said goodbye. Mission accomplished, he hung up the phone and rolled back over to enjoy a few more minutes of peace before Spike woke up.

On the way into the shoe store, Dawn was busy relaying Angel's request to Cordelia, listening to her monologue debate over which thrift stores were most likely to be able to furnish an appropriate punk wardrobe for Spike. That segued immediately into Cordelia exclaiming wildly over a pair of sandals that were obviously perfect for Fred. Fred took the shoes gingerly in her hands, and stared down at them with the same dubious expression she'd turned on all of Cordelia's selections so far. Dawn sank down onto one of the benches and settled in to watch the show.

"At least try them on," Cordelia coaxed. "They're really comfortable, practical–-"

"–-and versatile, Buffy, you'll love them."

Dawn leaned against her father's side, and they exchanged identical rolls of their blue eyes. This was shoe store number three in the great end-of-summer shopping expedition before Buffy's first year of high school. Dawn had already gotten two pairs of shoes, in the very first store they visited, but of course Buffy had to try on every pair of sandals in Los Angeles, possibly every pair in Southern California, before she could choose one. Or three, probably. Dawn smiled as her dad slipped his arm around her in a loose hug, and wiggled her toes in her new sneakers. Buffy was refusing to even look at the sandals her mom suggested, though Dawn knew she totally would have tried them on if she'd seen them first. Teenagers were so lame. Dawn hoped there wasn't some magical change that came over you when you turned fourteen, that made you stupid and forced you to stop listening to your parents. She'd chosen the shoes she was wearing because Daddy had said they were the prettiest, and she never wanted to have to hate something when Daddy liked it. Dawn looked up at him again and smiled, because he wasn't watching Buffy; he was watching her.

"Whaddya say, sweetie," he whispered, "could we go and get ice cream and come back before they even noticed?"

Dawn grinned and nodded, but just then, Buffy whirled around. "Did you say ice cream?" she asked, and she didn't look lame and stupid anymore, just sort of tired and excited at the same time. "I could totally do ice cream." Buffy looked at Mom, who just shook her head, smiling, and set down the sandals.

"I think we could all stand a break. Ice cream it is."

Dawn jumped to her feet and was running, running, straight past Cordy and Fred, who stared at her, maybe even called her name, out of that store and out of the memory and away into the blinding sunlight. She ran until the tears overtook her, and then she stumbled to sit on a bench, shaking and crying so hard her throat burned, her chest ached, her face tingled. The whole world was constricted down to her sobs, and when she finally had a second to wonder what she was crying for, her dead sister or her dead mom or her deadbeat dad or the fact that none of that had ever happened, Dawn thought that maybe she was just crying because somewhere along the way she'd lost the blue sneakers with the butterflies on the sides.

By the time the headache had kicked in and she'd run out of tears and her breathing settled back to something resembling normal, Cordelia was sitting beside her on the bench. Fred stood a little way off, watching nervously. Dawn wiped futilely at her face. "Sorry," she whispered, and even that much came out broken, and she had to work to get her breathing under control again.

Cordelia just smiled sadly, and stroked her hair. "It's okay, Dawn. Why don't we just," and for a horrible instant Dawn thought she was going to suggest ice cream, and she knew that even though she didn't think she had the energy to go on breathing, she'd be up again and running if Cordy said it, "go back to the hotel and show Angel our loot."

Dawn rubbed at her eyes, and wished for Kleenex. "We've gotta get stuff for Spike. Unless you want him wandering around naked for the rest of the weekend."

"He can borrow some stuff from Angel. Dawn, we don't have to go now."

"No." Dawn heard it, strangely distinct, in her own voice: the patent Summers stubbornness. "I told Angel we'd take care of it. We'll just go get some stuff for Spike, and then we'll go back. Please, Cordy."

Cordelia sighed. "All right, all right. Twist my arm, we'll keep shopping. Come on, the car's back this way."

Angel was petting him. One hand ran lingeringly up and down Spike's bare side, from hip to armpit and back, over and over. When Angel began to speak, it was in the offhanded tone that suggested he might just as well be addressing the bedside lamp as Spike; it meant Spike had tacit permission to go on pretending to be asleep for the foreseeable future.

"I think I'm going to get up and take a shower in a second. It's after three now, and even if Cordelia and Dawn want to shop all day, they'll have to have mercy on Fred and come back pretty soon."

The hand on his side stilled, prodded gently at his ribs, an assessing touch rather than a caress. "You haven't been feeding well, have you? I know you must hate butcher's blood at least as much as I do, but you shouldn't starve yourself." Angel's voice stayed in the same tone that assured him the question was rhetorical, but the little nuzzle in his hair let Spike know that he was meant to pay attention all the same. "You ought to eat something. Dawn and Cordy are going to get you some clothes, so you'll be all set once they get back."

Angel fell silent, and lay still at Spike's back for a moment, then got up and went to the bathroom. Spike didn't move, didn't even open his eyes, until he heard the shower turn on, and the sound of his sire's tuneless humming heralded the beginning of a hygiene-and-song-fest. He rolled onto his back then, stared up at the ceiling until Angel started to form words. When he recognized Manilow as the artist to be mangled, Spike rolled quickly off the bed and headed for the hallway. Best to follow instructions; he was supposed to go and eat.

He located the fridge stocked with blood packs, and quickly divined which shelf held the blood mugs, and which were kept for human use. He took one already visibly red-stained inside; mustn't upset Angel's pet humans by wrecking a beloved coffee cup. He put the full mug into the microwave and stood licking absently at the empty packet, listening to the hum of the microwave, trying to keep his preternatural senses from creeping back to the sound of his sire's tone-deaf maundering. By the time his meal was warmed to his satisfaction, Spike had begun tapping out a beat on the counter, muttering more than humming along with it.

When the microwave chirped, he plugged his nose before opening the door, sparing the bubbling contents only a quick wary glance before knocking it back in one continuous gulp, like a child taking some noxious tonic. He rinsed the mug quickly, before the dregs had time to get all clotted on the porcelain–- he'd spent forty-three straight nights at the Watcher's flat, and at least half of them had featured sustained bitching about the washing up. If her ladyship Cordelia had to do as much, she might break a nail, and Angel would surely hear about it. For years.

When the water was turned off and the mug was in the sink, Spike stood staring at the counter, tapping one bare foot on the floor, half-consciously muttering punk beats as antidote to Angel's almost-audible warbling. It was otherwise very quiet in the hotel, just the faint creaks of a building getting on in its years, settling down. Spike had never been good with quiet, and never good at keeping still. He was also never good at being alone, and yet here he was, his sire sure to be sequestered with his primping and singing for the better part of the next hour, and Dawn, his charge, off enjoying the eminently human and female pursuit of shopping, learning at the feet of a master, no doubt. Just as she must have been learning from Buffy, up to three weeks ago, and Spike choked that thought back with a will. He was good at not thinking about things; it had kept him not-dead for quite some time now. He could manage the not-thinking, as long as he could have motion, and sound. He started singing to himself, screamy and a little off-key, just the way it was meant to be, though he kept it improperly quiet. Just loud enough to keep his own ears occupied, as he set off for a good wander round the hotel.

He chose the stairs furthest from the occupied rooms, and went up to the third floor before he ventured out of the stairwell. He didn't know what he'd been expecting, exactly, but it was just an old, quiet, dusty, creaky hotel. Some of the doors along the corridor stood open, and those that were closed weren't locked. Spike wandered among them, making his way up to the fourth floor and then the fifth, letting his a capella punk medley grow louder as he became confident that Angel couldn't hear him. Peering into the ninth room on the fifth floor, he broke off in mid-shout and smiled. The room was filled with cast-off furniture from at least three decades, including an end table covered with a scattering of knickknacks. One was an elephant, carved of ivory, with gilt tips on its tusks. Spike picked it up, hefting it gently in one hand. "It's so very queer, cousin Colin," he murmured. He closed his hand around the little curio, and it wasn't until his knuckles brushed the silky material of his borrowed pajama bottoms that Spike remembered he didn't have a pocket to tuck it into, nor anyone to give the pilfered gift to who'd understand. He was pretty certain Dawn hadn't read the book, or even seen the movie. He touched the cold ivory to his lips, and replaced it among the others. Back out in the corridor, he was looking around for something else to explore, when he heard light, quick steps in the stairwell.

He went onto the landing and peered down. "Dawn?"

She looked up at him from two floors below and raised a paper bag. "I come bearing gifts." She almost managed the smile, and Spike hid his cringe as he hurried down to meet her. If the mere thought of her going shopping had reminded him of Buffy, he couldn't imagine that the reality had gone easier for Dawn. When they met on the fourth floor landing, he hesitated, standing at arm's length, trying not to stare at her reddened eyes. "Buy lots of pretty things, then?"

She shrugged, looking down at the bag in her hands. "Got a helmet for each of us, and some decals for mine. Sparkles and stuff."

Spike nodded. "Fred do all right?"

The expression could only be called a grimace, and he hated to see it on Dawn's face. "Better than I did, by the time we were done."

"Well. Looks like you got back in one piece, anyway."

Dawn mustered up a half-convincing smile for him, finally raising her eyes. "Yeah, I guess I did." She held out the bag. "Anyway, I hope this stuff is okay. Cordelia thinks you should try wearing blue. She says it'll bring out your eyes."

"Well, ta for the fashion advice." Spike glanced around, and Dawn rolled her eyes and headed for the hall door. As soon as it had closed behind her, Spike shucked off the overlarge poncy pajama trousers and pulled a pair of black jeans out of the bag and quickly on. They were fresh-laundered by the smell, soft with age and exactly the right size, thank all gods. There was a t-shirt folded beneath, black, faded slightly lighter than the jeans, thin but with some wear left. He doubted Dawn had the sort of thrift-store acuity this haul suggested, and made a mental note to find a suitably backhanded way to compliment Cordelia on her selections.

He folded the discarded trousers neatly, and dropped them into the paper bag on top of the extra t-shirt, which was gray. Then, with only a very small sigh of trepidation, he headed after Dawn.

Dawn hurried down the hallway. Spike would follow her as soon as he was dressed, and she didn't want to cry in front of him. She came to the place where, two floors below, the hallway formed a T, leading off to her room on the right and Angel's up ahead. Here, the space widened into an odd little lounge, filled with sheeted furniture, looking like the ghosts of a living room set.

The nearest piece was a love seat. Dawn peeled back the dust cover to reveal faded green velvet upholstery, and dropped the cloth in an untidy heap before curling up on the far side from the stairwell, facing away from the direction Spike would come. She laid her head against the low back of the sofa, rubbing her cheek lightly over the worn luxury of the velvet as she stared at the wall before her, trying to get herself under control. Spike was going to think she was totally pathetic.

He'd be about right, too.

Dawn didn't hear a sound, just felt the shift of the cushion beneath her as a weight settled behind her, on the other side of the seat. She closed her eyes, flushing hot as tears leaked onto the softness beneath her cheek, trying to breathe evenly despite the weight that seemed to press in on her sternum.

Finally, Spike said, "Should I go away, then, Droplet?"

Dawn couldn't stifle a smile at that, despite everything. She shook her head, not trusting her voice, and felt the movement of the couch cushions as Spike shifted closer to her. A brief stillness, and then she felt what might have been his fingers, ghosting along her hair, not quite touching.

"D'you want to go back home?" he offered after another few minutes. "Maybe Willow..." would know what to do with a perpetually hysterical teenage girl, Dawn filled in silently. She shrugged, and Spike snorted, though it sounded more amused than impatient. "Yes or no, ducks. Home?"

Dawn tried to actually think about what she wanted, then, but all she could think of was the dead dark silence she'd walked into last night, and then she really did feel like she couldn't breathe. Even before she could shake her head, Spike's hand was on her shoulder. "Easy, easy. I'll take that as a no."

Dawn took a couple of breaths, and practiced shaping the words before she actually spoke them. "What if I can't?"

Spike let go of her shoulder and touched her hair again, lightly, almost like he was petting her. "Can't face going home, you mean?"

Dawn nodded, and Spike said, "Well, you will go back to Sunnydale tomorrow, because I don't break promises to witches as powerful as your new housemates, and I said you wouldn't miss school. But if the house is too difficult, we can crash at Rupert's flat. I can vouch for his sofa, it's fine for sleeping."

At the word *we*, some of the tightness seizing her lungs eased, and Dawn found she could draw a breath. "You won't..." God, stupid crushing little girl, she couldn't believe she was about to say this, but she had to know. "You won't leave me? Because I think, if you were there... I could."

Spike made a throat-clearing noise that Dawn thought might just mean embarrassment, or something else mortal and beneath his dignity, and it was probably a good thing they couldn't see each others' faces. "I won't leave you, Dawn. I know I've let you down, but I'll do this. I won't leave you alone when you need me."

His hand tightened on her shoulder, and Dawn reached back to touch her fingers to his. "It's scary," she whispered. "It's my house, but it's like it's not home without Mom and Buffy, it's just this empty place where they used to be, and I can't think of anything except they're not there." Quite an accomplishment; her voice had only cracked about three times.

Spike scooted closer again; if he had body heat she would have felt it against her back, and as it was he was practically spooning her. "Dawn, I know it's hard, and there's a lot of memories in that house, but it's still your home. You've got to hold on to that. I know you don't want to remember the past at all right now, but all the good things belong in that house. All the happiness is there. You belong there, do you understand?"

Dawn could only shrug, and hold on to his hand. Spike maybe sort of sighed, vampire-quiet, and snaked his other arm around her waist, pulling her back against him. "We'll manage it, Dawn. You'll see."

Angel sensed them as soon as he stepped out of the stairwell, and froze. He'd meant to find both Spike and Dawn, but if they'd found each other so quickly, it probably wasn't because Dawn couldn't wait to tell him about the shoes she'd bought. He knew, from the first step he took toward the sound of one heartbeat and two low voices, that he was intruding. But still, it was Spike, and Dawn, and he had to see. Angel made his way carefully down the hall, employing every ounce of vampiric stealth he'd ever possessed, since he had to keep hidden not only from Dawn, but from Spike. It took a little careful maneuvering to find a decent vantage point, crouching in the partially-open door of an empty room, but finally he was able to watch them. They were sitting sideways on an old green love seat, the only uncovered piece of furniture in the lounge. Both of them were facing his direction, but Spike was intent on Dawn, and Dawn seemed intent on not crying.

Angel tried not to hear the words they murmured between them; it felt like less of an invasion if he was only watching. He imagined sketching this scene, the diffuse light of late afternoon filtering in from windows at the ends of the branching corridors, the sharp angles of the sofa giving way to the echoed curves of two sets of hunched shoulders. Two tilted heads, mirroring each other. Dawn's head canted left, leaning against the cushions, while Spike's leaned right, giving him a more informative angle of view on the back of her head. Two crumpled faces, sharing the same grief, the same frustrated loneliness in different guises. Both hurting, but separated by the invisible divide down the middle of the seat.

He observed with something bigger and warmer than approval the arm that spanned the abyss, and then obliterated it. When he saw the way that touch eased them both, Angel wanted to cheer. At the burial, two weeks past, Dawn and Spike had seemed like strangers, for all the comfort they could offer one another, but now...

Spike's words, muttered against Dawn's shoulder, suddenly cut through. "Is it helping any, pet? Being here?"

Angel felt himself grow still, inside and out, as Dawn's silence stretched, her grip on Spike tightening. "I think," she said finally, pausing for a fortifying breath, "I think Angel pretty much saved my life."

When he saw Spike's nod, more than acknowledgment, commiseration, Angel closed his eyes and slipped away, leaving his own to each other.

Spike kept his eyes on his toes, concentrating on working them underneath the bottom laces of Dawn's pristinely white sneakers. She wriggled her feet under his, and he glanced up and returned her tentative, tired smile. He wasn't sure how long they'd been sitting here together, alternating conversation and comfortable silence, but Dawn was starting to have the look of a tot up past her bedtime, and Spike knew the sun wasn't even down yet.

"Spike?"

He arched an eyebrow; that careful smile had turned to a suppressed giggle, and her eyes had taken on a mischievous glitter.

"What's going on with you and Angel?"

Spike did several things at once, covering the nervesick twist of his guts with a smirk as he reached out his senses for the first time in hours, trying to locate his sire. He was downstairs, allowing Cordelia to present Fred's new wardrobe, all his attention taken up in making 'ooh' noises at the appropriate intervals, and Spike felt only slightly better; at least he wouldn't know *immediately* if his child said the wrong thing here.

*I'm not the one who's supposed to think about it*, he most certainly couldn't say. *He's in charge and I just follow instructions*, while it was true as far as it went, would only confuse Dawn, and what if Angel didn't want him saying anything? Dawn was Buffy's baby sister, and Buffy had been something huge to Angel, and Spike had no right to interfere there.

His palms were damp; he knew his heart wasn't racing, but still his chest felt constricted, his head light. And all the time he was just smiling coolly at Dawn. She shoved lightly at his knee. "Oh, come on, Spike. You're not Riley, you can't pull that 'not at liberty to say' routine on me."

*Hand job* also probably wasn't the right answer. "Just trying to figure what I can say to an innocent little girl like yourself."

Eye roll; he was on the right track. "Oh, please, Spike. They taught us about anal sex in fifth grade sex ed."

Spike frowned, sidetracked. "Fifth... what grade are you in now?"

"*Ninth*."

He realized that, as an evil being, he should be delighted, but Spike found himself as horrified as any soul-carrying Victorian. "They teach little ten-year-old girls about that?"

Dawn shrugged, seeming suddenly older than he'd thought she was. "They try to get to us before we're actually tempted to try it. But that doesn't answer my question, Spike. You and Angel, are you..." The amusement had faded; she was serious now, truly curious instead of just teasing, which was ever so much more dangerous. Spike's hands clenched into fists, out of sight against the cushions, and his mind raced. He'd never had to answer questions before, especially not from a little mortal girl who really, no matter what she'd been taught in school, shouldn't know about these things, didn't know nearly as much about them as she likely thought she did. "It's complicated," he hedged, and that earned him a little one-eyebrow arch that gave him the strangest sensation of being able to see his own reflection. He sighed, choosing words carefully. There were things that were true no matter what, that had to be safe to say. "He's my sire, Dawn. Him and Dru, they made me who and what I am, and we were family, and still are and always will be." He'd lost her, by the blank intentness of her gaze, but he thought maybe he was finding something, too. He kept talking, feeling his way. "The thing about being immortal is... we accumulate years, but we don't actually grow, or change. And that means, other things don't change either. Angel will always be my sire, my family, no matter about the soul, or the chip, or destiny, or any of it. That's immortal, and it doesn't change. But what it means is complicated." Spike stopped, frustrated; the words were so inadequate, so opaque and small. The things that could be expressed in words, he didn't dare say, and the things he was certain of, he couldn't find words for, except stupid ones like 'complicated'.

"It's the blood," he said after a moment, trying not to feel Dawn's steady and inhumanly patient gaze. "When you're turned, all your mortal blood is drained, and you take in a vampire's blood. Your sire's. And it's always in you, after that, it's part of your new immortal body, making you what you are. So as much as I'm a vampire, I belong to Dru and through her to Angel.

"The thing is, blood has tastes in it, it's not all the same. Every person has their own flavor, and it changes every moment. In the blood, you can taste their fear, their pain, you can taste happiness and anger and lust and life and death and everything. And the thing is, it's all there together when you drink it in. Complicated." He looked, but Dawn had the same expression she usually wore during a particularly gripping story; she was hanging on every word, but she had no idea what he was talking about.

He took a breath and tried again, wondering briefly why he was so determined to explain it to her. She probably didn't actually want to know anything other than *Do you like him?* *Have you kissed?* But then, he couldn't answer those questions.

"It's different for humans," he said quietly, and that did catch Dawn's attention for real. "You don't have the blood, not the same way, not the knowing of it. You can only know each other with words, and words can't be complicated, not really. You have to say just one word at a time, and it can only be one thing at a time, and that's how you learn to think about everything. You're alive, or you're dead. You like a person, or you don't. You love, or hate, or don't care. You're angry or afraid or sad or happy. Other people are family or friends or lovers or teachers or mortal enemies or strangers. For you, things are simple. You give a thing a name, a word, and that's what it is. For us, there's just the blood, and the blood all runs together, and it's..." He frowned fiercely at his knees, as one of Dawn's small warm hands crept over his. She squeezed gently, but he couldn't meet her eyes. "Complicated."

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end 3/6