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Fred peered at him in the semi-darkness of the room. As Angel had entered the room Fred had the foresight to flick on the small bedroom lap that occupied her nightstand. She knew the light was more for her than for Angel, he could see clearly in nearly total darkness.

Fred let her eyes roam freely over the room she inhabited inside the hotel. Freshly painted white washed walls, a small bed, the chair Angel was occupying, and the tiny bits of accumulated furniture and knickknacks dotting the landscape here and there. A desk, a night stand, a few pictures of Gunn and her, a few remnants of her Pylea days. Nothing much special to see here, no sir, just a regular old room, boring if anything. For lack of a better place to stare Fred let her eyes wonder over to Angel, he looked utterly helpless.

Fred allowed herself the satisfaction of sating her hungry eyes. She gazed openly upon Angel, knowing him well enough to realize that he was completely lost in his own musings. She took in his pale skin and chiseled jaw, his high cheek bones, and the cleft in his chin. She wanted so desperately to reach out and touch him, to feel the dip in his chin with her own fingers, and to explore the texture of his skin and to run her fingertips over his brow, his cheek, his lips… Fred's thoughts trailed off and a lusty look fogged up her face.

Angel turned his eyes on her rather suddenly and the shock of his stare was enough to jolt her straight into next Tuesday.

Angel looked at Fred as though he had never actually seen her before, she was staring at him. Honest to God openly staring at him.

Fred had a look about her that screamed deer caught in headlights. Was Angel able to smell her right now? Could he tell that she was aroused and thinking about him?

'Well the fact that you're practically drooling over him while you stink up the place doesn't exactly leave much to the imagination.'

Fred shifted self-consciously in her place by the bed. Angel examined her and noticed that she was uncomfortable and spacey almost as if she had been in a completely different place just now. In all the chaos of the last few days Angel would be the first to admit to his preoccupied state…maybe Fred hadn't fared as well as he hoped in the face of the 'Jasmine' ordeal.

"Do you want to talk about it?"

If possible Fred's eyes got bigger than they already were. Any bigger and she'd bet they'd roll right out of her eye sockets like marbles in a hole.

"Talk about what?" She asked with what she would deem as just enough innocence.

"Fred you can talk to me, you know that don't you?"

Fred got up from her place at the bed; she wasn't ready for this yet. Daydreaming about this was all fine and dandy but when the moment actually came Fred found she was far from ready, really far. Like Pylea, separate dimension far. Turning her back to Angel she threw her hands out in front of her in a dismissive gesture.

"Of course I can, you're Angel, it's just that I really don't wanna talk about this," She finished the last bit of her sentence with a shake of her head before turning back towards Angel and finishing with a frown on her face, "with you I mean… it's too Awkward."

Angel tried not to show any expression on his face but he felt that he deserved all of what Fred was saying and more. He knew all too well from his experiences as Angelus that once you betrayed a person's trust it could be hard if not impossible to earn it back. Angel felt a wave of upset flicker across his face and he knew Fred saw it too. To Angel it seemed almost as if she flinched.

"Fred, I can't take back what I did."

Fred watched Angel struggle with his emotions, and watched as he carefully chose his words. What did he mean he couldn't take it back? The things he had said? The kiss? She had kissed him though… confusion nestled onto her delicate brow.

Angel continued to talk; he had to set this straight. His closest friends and family in the world were falling apart and he wasn't willing to let any more of them go without a fight. Fred might not be able to forgive him but he had to try talking to her at least. He truly cared for her… the idea of her not being able to even talk with him… the sheer idea of it caused him pain.

For her part Fred silently observed Angel's somber facial expressions and fought her own confusion to understand what was happening. Fred was an engineer type, a problem solver; she didn't like being left out of the loop. She wanted to be in the loop, she'd go as far as to say she wanted to be the looper.

"When I was Angelus…"

Fred figured this was as good a place as any to start.

"Did you mean what you said?"

Angel was taken aback by her outburst. The words had tumbled out of Fred's mouth with her frown still firmly in place and her eyebrows knitted in a confused ridge over her eyes. He couldn't really make sense of them at first and his own confusion echoed in his voice.

"Did I mean what?"

Fred took a deep breath and turned around to face the wall; with her back to him this might be easier. She fiddled nervously with her hands before starting to speak.

"As Angelus… you said things. Intimate things…"

Normally even an undead zombie would have been capable of following Fred's train of thought but Angel was just plain undead and filled with enough guilt over his actions as Angelus that he wasn't exactly thinking straight.

He looked down at the carpet, ashamed. She couldn't even look at him…

"You mean when I said I was going to make you watch all your friends die?"

He had to hand it to him Angelus had a way with words.

Fred turned around suddenly shaking her head.

"Fred, I can't take back-

"No," she shook her head, "Angel…I don't wanna say it. Earlier, in the basement….when Gunn and I brought you the blood…?"

Angel starred at her for a few seconds before realization hit him like a ton of bricks.

"Oh."

Fred shot him a pleading glance, she shouldn't have said anything.

"You mean about hearing you…"

"I told you I didn't wanna talk about it, and I can see you clearly DON'T wanna talk about it, so let's just forget it and I'll –

"It was true."

The words died on Fred's lips as if she had run out of air to speak them with.

"Oh."

It was pretty much all she was capable of saying in that moment and Fred punctuated her statement by folding in her limbs and collapsing gracefully on the edge of her bed.

Where was she supposed to go from here? Up until that moment Fred hadn't known what she was looking for, or what type of answer she really wanted to hear from Angel. If it were true than they had some things to discuss…like maybe she should move ut… or move to a sound proof room. She didn't want to be tempting Angel and she certainly didn't want him…doing that while she and Gunn were doing…well that. Then again, if Angel actually had desires for her she guessed she wanted to know about them too… but not if he was only desirable towards her because his own real desires had been unattended too. Fred's eyebrows knitted into a state of near permanent confusion and she attempted to talk to Angel several times to no avail.

"Well I…I guess that we should…What I mean to say is…"

This was getting them nowhere.

She gave up and let the silence hang between them. Angel for his part didn't look nearly as disturbed as she felt. He stood now with his back leaning against the dresser, legs bent at the knees and hands in his pocket. He kept his eyes on the floor- which was an uncharacteristic Angel move, but still not enough to convince her that he was feeling as confused as she was feeling. Why was she the only confused one? Was he comfortable right now? He had told her so simply that he didn't have feelings for her… but if an equation doesn't make sense than how could it add up?

"No! This doesn't add up!"

Angel jumped slightly at her outburst turning his eyes on her.

"You've been listening to me and Charles and you've been…" she flushed, was she really about to say this?

"I can't help hearing you Fred….I never meant too-

"And the touching yourself part? That's what Angelus said, hands all under the covers, was that part-

"True."

Eyes on the floor again, well this wasn't helping at all. Fred didn't feel even a smidge better and her pulse was racing and her breath was out of whack from her emotions and damnit why was this not affecting him the same way?

"Did you like what you heard Angel?"

She would be the first to admit that she spit the words out at him like an angry accusation, and boy was she angry! Angry at him for not making this easier and angry at him for not being more disturbed by the conversation and overall pissed off at him for not having the god damned decency to blush! Or something…whatever it was Vampires did when they were embarrassed. She may not have been his precious Cordelia but she deserved a little critical acclaim here!

He didn't answer her, not really the right move.

"Did you like it? All those nights listening to us and never saying…" she took a breath to try to keep her composure, "never mentioning that maybe I should move my room, or that you could hear us."

"I didn't know what to say…"

"And what? Being pure evil made it all easy to be honest? That just doesn't make sense."

"I didn't want you to feel like you couldn't be yourself here."

"I think it's safe to say that you need some work in that area."

Fred sat on the bed again, she was out of steam…well almost out of steam.

"I need to know something and even though I don't have a whole lot of reasons to believe what you're gonna say right now I'd appreciate it if you could tell the truth."

Fred knew her southern drawl was being a pest but she just couldn't help it when she felt like this.

Angel kept his distance and chose to take this moment to sit in the chair next to her bed. He had a funny feeling in his stomach that he was going to want to be sitting down for this.

He nodded and she proceeded.

"I can't really believe you wouldn't have said anything all this time and that I actually only found out because of your evil… inner demon whatever… but I meant it when I said you were a pig."

She faced him know wielding the full weight of her judgmental stare upon him.

"I understand." …

He knew she wasn't finished yet.

"Angelus is a pig for telling me… but you're one too for not ever saying anything… but what I need to know Angel, what I need you to be honest about here is… when you heard us," she closed her eyes and breathed, "when you heard Charles and I and you heard me talking to him like I do… and you…did that… who were you thinking of?"

Angel didn't need to breathe but if he did her words would have knocked the wind right out of him. How was he supposed to answer that? The answer would change everything between them.

Fred waiting anxiously for his response, hands flat on her knees, palms rubbing in up and down impatiently while she waited for his response.

Angel was her best friend, he had saved her from Pylea… but if he told her right now that he had sat in his room…and listened to her, god it made her sick! But if he told her that why he heard her voice he had used it to visualize…Cordelia or that girl with the goofy name… than she knew he had used her and thrown her away, and violated her! How could you forgive someone for that?

Angel swallowed and the audible gulp that ensured echoed in the silence of the room.

"Fred… I don't think you're going to like the answer."

And despite herself little unshed tears formed inside of Fred's eyes as she starred at the person she once called friend.

"Tell me Angel."

Her voiced waivered then but she needed to hear him say it. She had to face this.

Angel starred straight into her eyes, and without blinking he sat up and little straighter and squared his shoulders, as if readying himself for a blow.

"I thought of you…touching me."

And the world crashed down around Winifred Burkle.