Disclaimer: I own absolutely nothing of Buffy the Vampire Slayer! I'm just a slave of the Big Bad.. ) don't I wish..

They walked through the woods in melancholy silence, her occasional sniffle drawing his attention back to her. Her shoulders were slumped, he could see the defeat and sadness resting on her. He slung his arm around her shoulders, pulling her against him. She tried to pull away at first, but in the next second they had stopped, her thin arms wrapped tight around his waist.

"It's okay nibblet, you'll be okay. Ol' Spikey here won't let no baddies get at ya'.." then he cracked a grin... "cept for the Big Bad.." He snapped his mouth playfully at her like he was taking a bite. She giggled softly, the corners of her mouth turning up. It made his heart soar... when she was sad, he was sad... and when he made her smile, it was like the whole world filled with light.

He pulled her closer to his side and they resumed walking. It was only a few minutes later when they finally came to the entrance of the cave.

"There it is, home sweet home, bit." He cocked his head, looking at her for a reaction. Her features were drawn, and her eyes wide; she looked so scared, like she would jump at the softest sound.

Dawn looked into the dark cave and knew she should be a little scared- there could be any kind of monster in there. But truth be told, she was terrified- but not of the cave. Buffy sent her to Spike to be taken here and protected. It was just her and Spike for who knows how long. She already had a hard time being around him with everyone else, but alone? He was sure to notice how much in love with him she was, right?

She really didn't want some speech about how she was too young and was just a kid and all. It would hurt too much coming from Spike. She kept telling herself that he was interested in her sister, and only saw her in a sisterly way. That didn't make her feelings go away though, if anything, they screamed louder when ignored.

The cave was cool and dank, smelling of rich moss. Spike saw her shiver and rubbed his hands up and down her arms. "Need my coat, lil' bit?" Without waiting for her reply, he slipped it from his shoulders and wrapped it around her. She barried her face in it, breathing in his smell. It was a mixture of cigarettes and whiskey and it made her feel warm and safe.

"Thanks.." She smiled up at him... and he could almost swear he felt his heart beat. "s nothin', bit."

It was true, he had always had a soft spot for the lil' bit, but here lately.. the way she looks at him.. It's how he always hoped Buffy would look at him. Her eyes speak of trust, and unless he was mistaken, of love. But maybe he was completely wrong.. not even Dru ever looked at him like that, and maybe he just misinterpreted. She was only a teenager, but had just found out she was some mystical key, and was being hunted by a hell god.. Like she would really be thinking about him through all the chaos.

They settled into the cave, him showing her the sleeping bags he had brought in earlier, along with changes of clothes for her that Buffy had thrown together. He sparked a fire in a large metal container, wanting to warm up Dawn, but when he looked up, she was standing at the entrance. He walked up to her quietly, following her eyes up to the stars.

"It's so calm out here, so quiet.. like nothing else in the world is going on.." She looked up at him, his heart wrenching.

"Listen Dawnie, we'll be here for a while, but not too long.. N' your sis will send that bitch back to the hell she came from. You'll be alright, nothing will happen to you, I won't let it." She rushed into his arms, catching him off guard, and he wrapped his arms tight around her. He placed a soft kiss on the top of her head, letting his face bury itself in her warm vanilla hair.

She sniffled, keeping her tears at bay and glanced up at him, smiling. "You aren't going to feed me like raccoons and snakes are ya?" he looked at her seriously, trying not to laugh.

"What else do you think we can find out here? Maybe there's some squirrels.. You like squirrel meat, bit?" He chuckled at that, pushing her into the cave, his hands massaging her shoulders as she careeened up at him.

"I'm just kiddin' ya, luv..."

Oh man, he just called me luv!

"I've got soups and spaghetti-o's and all sorts of canned goodies.. and knowing your odd tastes, hell, you could combine a couple.. like chicken and noodle spaghetti-o's.." They shared a look of nausea and she just laughed at him.

"I don't think I'm in the experimenting mood for right now.." She yawned, trying to cover it with her hand.

"You tired luv?"

"No, no.. my brain just needed air.."At his disbelieving look, she added, "wut? I don't feel like sleeping Spike.." She stuck out her bottom lip in her best pout, making it tremble slightly.

He stared at her mouth, her pink lips set in that delicious way. He suddenly got the urge to take tat bottom lip in his mouth, to taste it. She might be young, but she was gorgeous.

"Spike?"

Her voice called his attention back to her, and he realized he had been staring at her lips. He looked up into her eyes, half lidded, and something.. wanton.. inside them. It heated his cold blood to his very core.

"Umm.. bit, I'm kinda' knackered myself.. it has been kinda a long day.."

"But don't vampires sleep during the day? It's only midnight.."

"Well, I've been up all day taking care of all the stuff for the cave and you and all.. so.." His eyes caught on her tongue, dipping out quickly to wet her lips. Not to mention I keep thinking about kissing you.. He shook himself from his thoughts, looking away from her. He laid out the sleeping bags silently, arranging them so they'd be around the fire.

"Can I sleep with you Spike?"

His head shot up, an embaressed look on his face. "Dawn, I don't think your sister would like that too much.. She'd show me the business end of Mr. Pointy if ya' know what I mean.. Not that you aren't a fine bird and all.."

"Spike!" Her face bright red, she gasped as she understood what he was talking about.

"What?" He realized she was flushed, and obviously flustered.. and just a little bit.. sniff, sniff aroused...

"I was just talking about SLEEPING.. in the same bag with you.. I think I'd feel safer. Did you really think I was asking for.." she hesitated. "THAT?"

He felt horribly perverted just then.. This sweet girl asked a completely innocent question and his mind took it in the exact opposite direction. "I'm so sorry, bit.. I.. I just.." He looked at her, not knowing what to say. "Of course you can sleep in my bag, I was just messin' with ya'. Keepin' you on your toes and all.. Gotta' be careful around the Big Bad and all.." He laughed nervously, shifting around on his feet. "I'll shut up now."

They settled into his sleeping bag, which he then realized would NOT be big enough to keep from touching her. He kept his clothes on at least, uncomfortable as it was to sleep like that, but her clothes were so skimpy.. That skirt so thin that you could almost see through it in the light and her blouse hugged her so tight, there was no question about her goodies. And you shouldn't even be THINKING about her "goodies". Slayer would stake you good and proper! She must be wearing a bra with how well her breasts are pushed up, but unless she was wearing a thong, he didn't see any panty lines.

He groaned inwardly, willing himself to calm down before lil' Spikey decide to show up. As if she had heard his worst fear, she turned away from him, snuggling back against him. He was spooned against her with her little rear nestled right against his crotch and he could feel the heat with each little wiggle. He felt himself get hard, his length pushing against her, and froze. He preayed she wouldn't notice, ignorantly he even prayed she wouldn't know what it was, but luckily he heard her even breathing and soft breathy snores. He was saved at least tonight.

He brushed the hair back from her face, gazing down at her. She was so peaceful, and beautiful, and so innocent. He didn't deserve to be lying next to such innocence, not with such perversions flitting through his head. Softly, he kissed her on her cheek and pulled her in closer to him. He would let himself have tonight, let himself revel in her warmth so close, but tomorrow.. tomorrow he had to become the big brother type that he should be.