A/N : Okay, I said I would have a new fic for you soon, and here it is. Not sure how often I'll update or how well this will turn out but I have a good feeling about it so far, I hope everyone who reads this first chapter likes it enough to review and keep reading when I post more :-)

Title : Friends and Lovers

Author : Ultrawoman

Rating : PG-13

Spoilers : none (completely AU)

Pairings : B/S, some B/A, possibly some W/X later

Feedback : Yes, please, I crave the reviews!

Summary : Totally AU (no slayers, no vamps) William 'Spike' Jones and Elizabeth 'Buffy' Summers have been best friends for years, but things have a tendency to change when people fall in love... [my first 'all human' Buffy fic]

Disclaimer : The characters in this story are AU versions of those created by Joss Whedon for the TV show Buffy The Vampire Slayer.

Chapter 1

"Please Spike, I hate it when you yell at me!" Elizabeth, affectionately known to her friends as Buffy, was fuming as she slammed from the kitchen to the living room, leaving the door swinging violently.

"Yelling is the only way I can get through to you these days!" retorted an English voice, a few seconds before it's owner caught up with it. The bleach blond, undeniably gorgeous man, strutted into the room, scowling at the girl in front of him.

"Who said I need you to 'get through to me' ?!" the young woman yelled back, hands on hips and eyes flashing all shades of anger, "Who said I want your opinion on my life?!"

"Buffy," Spike's eyes and voice both softened as her angry words hit him painfully, "You are my best friend, and you have been almost all my life" he sighed, "I can't just sit back and watch you get hurt"

It was true. From the age of five when they'd first met, Elizabeth Summers and William Jones had been inseparable. Where there was Buffy, there was Spike, and that hadn't changed, even now, almost twenty years on.

Right through education, high school, college, first jobs, boyfriends and girlfriends, loves and losses, absolutely everything they'd done, they had done together. Best friends in the greatest sense of the words, but never anything more. It was not that it had never occurred to the pair that they could be great lovers if they were such great friends, but neither would risk losing the other by gambling on possible romantic feelings.

By the time they left college, Spike had had his first serious romantic relationship start and finish. Drusilla was everything Buffy wasn't. Raven haired, dark eyed, older and more experienced in the ways of the world than Spike, despite the way he behaved and pretended to be so clever and cool. Eighteen months the pair lasted, seventeen and a half months too long as far as Buffy was concerned, but she never dared to insult the dangerous looking girl to her face, or even to Spike.

It was only when the black clad princess disappeared, with Spike's best male friend no less, that Buffy let rip about her feelings on the subject of Drusilla's short-comings. There was talking and crying, that Spike was highly ashamed of afterwards, and the consumption of various healing liquids, known to most as alcoholic drinks.

Buffy and Spike grew closer again after Dru walked away, closer than they'd ever been perhaps, but then the female side of this pair took her turn at love.

William O'Connor, Liam to his family and Angel to his friends. Oh how Buffy loved the ponce, and how Spike hated him. The only similarity the two men shared was first name and apparent love for a certain Miss Summers company.

From the beginning of the relationship, over a year ago now, Spike despised him. He just knew there was something about this guy that was wrong, something untrustworthy, something...just something! He didn't trust him, simple as that, and unable to conceal his opinion, Spike told Buffy all about his lack of faith in Angel's honesty.

"You don't know him like I do" she'd told him, "You'll really like him if you just try. Please try for me Spike" those pleading puppy dog eyes of hers was what had done it and her best friend had folded like a piece of paper. Couldn't bear to see her unhappy, never.

When they were kids, barely out of kindergarten, and a very young Buffy had fallen in the playground, running towards the swings, Spike remembered the tears in her eyes she was desperate to conceal, the way her lip quivered, she was desperate not to be weak and cry. He'd helped her up from the floor, over to the swings and sat her down, and spent the next hour rocking her back and forth on said swing, instantly drying up her tears and making her smile, laugh even when he pushed her harder and made her fly up into the air.

Spike shook his head to bring himself back to the present as the young woman before him seemed to become that child again right before his eyes. Lip quivering, eyes shining with unshed tears.

"You don't want me to get hurt" she choked out, "but you're the one hurting me by acting this way"

It was all her friend could do not to cry himself. The last thing he ever wanted to do was make her cry, to hurt her, God knows the bugger she was dating did enough of that.

The scum they called Angel, that Spike personally called many other names that were decidedly more derogatory, used Buffy, and everyone knew it, except the poor blind girl herself. He took her out in the beginning, to fancy restaurants, nice hotels after a while, but it ended quickly and he stopped calling. Buffy would call him, leave messages, desperate to see this man she knew she was falling in love with. Spike tried to reason with her, her other friends did too, telling her he wasn't worth it, but she protested that he was, despite the fact she cried herself to sleep at night because of him, and almost passed out several times because she'd spent so long waiting for the phone to ring she'd forgotten to eat.

When he deigned to call or arranged to see her, it was mostly for sex, Spike knew that was true. For conversations sake he would ask where they went on their latest date and Buffy often admitted they'd never left her apartment. It was clear to everyone Buffy and Angel did not have a real relationship, that he was using her for convenience. She wouldn't believe it, but she soon learnt the truth, the terribly painful truth.

There was a Mrs O'Connor, and that wasn't Angel's mother. He had a wife, a spouse he treated appallingly but who loved him all the same. For a while she had left him and that's when he'd met Buffy, never telling her he was a married man. Darla, Angel's wife, returned to him and for a while he couldn't risk seeing his new girlfriend. As soon as the coast was clear though, he'd started seeing Buffy again, but the arrangement becoming about lust rather than love, on the male side at least.

Buffy believed herself to be in love and truly believed that Angel felt the same way about her. Despite her friends telling her he didn't seem trustworthy or he wasn't worth her time or that she was naive and stupid if she continued to see him, Buffy was not deterred. She told her girl-friends they were jealous of her man, but she couldn't say that to Spike. She admitted maybe Angel wasn't perfect, but no-one was and she did love him and he did love her, she said, completely oblivious to the fact she was 'the other woman'.

Knowing something was wrong, but not really knowing what, Spike made it his business to find out. It didn't take much. A call to the office where he worked, ask the right questions, get the right answers. The phone receiver almost shattered in his hand, he gripped it so hard when he realised the truth. His best friend, his precious Buffy, was being used as a mistress, a bit on the side, by this married piece of filth.

Spike waited a couple of days before he told the truth to Buffy. Part of him wanted to tell her immediately but how to say it? How do you tell your best friend that the man they love is just using them for sex? Spike admitted to himself if no-one else that he would gladly have pummelled Angel within an inch of his life before now, given half the chance, but now he knew this despicable truth, he no longer wanted to beat him up - he wanted him dead.

Realising it was never going to happen and that he was being ridiculous, Spike knew he had to deal with the real world, with Buffy. She had to know he truth, even if it hurt her. So he told her, straight out;

"Buffy, Angel's using you. He has a wife"

She'd screamed, she'd cried, called him a liar, and it all hurt, but nothing as much as knowing that it was him, his words, that had made her so distraught. She'd run from his apartment and he respected her enough not to give chase. She needed time alone to think.

That was two days ago, and now here they were again, standing opposite each other in his living room, tears streaming down her face, another shouting match and again it was about him.

They'd started off okay. He asked where she'd been, she said nowhere much. She apologised for yelling, he said he was sorry he had to tell her something so awful. Then she dropped the bombshell.

"I'm still seeing Angel y'know"

Five words, and they almost knocked Spike clean off of his feet. That was when the yelling had started. How could she still be seeing him when she knew the git was married?! Was she completely off her bird?! Could the silly bint not see when she's being used?!

Buffy protested that Angel really did love her and he wasn't using her at all, he was just trying to find the right moment to tell Darla it was over. Spike could hardly believe his best friend would believe such lies. If this was what love did to people, Spike thought he was best off out of it.

But he loved her, Buffy, more then he'd ever loved anyone in his life and that included his entire family. She was more than just his best friend, she was his world, the other half of himself, and to see her torn apart by this undeserving creep was killing him.

"Buffy, I never wanted you to get hurt, you know I'd never want that" he told her, "that's why I told you the truth about him"

"It's not the truth!" she said angrily, "You don't know anything!"

With a loud slam, the young woman left the apartment, the door almost coming free from it's hinges it slammed so hard, leaving Spike alone, wondering where he should go from here.

Slumping down in the nearest chair, he pulled out a cigarette and lit it with his favourite lighter, the one Buffy had bought him for his twenty first birthday, engraved with the words 'For Spike, with all my love forever, Buffy'. The silver item was turned over and over in his hands, slowly but surely getting washed, by the flood of tears from it's owners eyes.

To Be Continued