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Willow fumbled around in her messenger bag for her dorm keys. She was home early due to her philosophy teacher’s unexpected bout of appendicitis; the University hadn’t been able to find a replacement resulting in the class being canceled for the day. After a grueling week of tests and laborious homework all Willow could think about was a nice relaxing evening with her girlfriend. It would be so much better than sitting through another lecture.

She let out a relieved sigh as she found her keys. Unlocking the door, she let herself in and dropped her heavy messenger bag at her feet. Tara’s tiny place didn’t have a hallway, the door just opened to the main room. Thus, when Willow slid out of her jacket and turned around, she couldn't avoid spotting the nearly naked vampire sitting on the bed in the corner.


Her eyes all but bugged out of her head as her sight filled with him. All he had on was a blue towel that was draped around his hips and she was momentarily stunned by how well-defined his muscles were.

“S'not what it looks like.” He held up his hands like he wanted to calm her down or hold her back and she was shocked at the worry in his voice. Spike was worried? About what? Her reaction?

“I should think not, considering my girlfriend is gay and all.”

His shoulders visibly relaxed and he lowered his arms. She held back a giggle. Well, well! The Big Bad was wary of little Willow Rosenberg? Then again, she wasn't so little anymore – she'd grown into quite a powerful witch, whom anyone ought to be worried about offending.

“What on earth are you doing here? And why are you naked?”

“M'not naked, pet.” He smirked at her, his confidence and swagger instantly restored. “Got my towel, see?”

Yes, she could see all right. It wasn't one of Tara's big bath towels but a medium-sized one she used for her hair and it was only barely covering what needed to be covered. She was seeing way more of Spike than she should, but it was hard to avert her eyes. They seemed to have a mind of their own and wouldn’t look away from the expanse of pale skin he was showing.

“Okay,” she said, slow and patient. “Let me rephrase, then. What on earth are you doing here and why are you naked save for a skimpy towel?”

“I'm here for the Witchlet to practice on.” He gave her a saucy smile, but upon seeing her unimpressed face he nodded his head towards the opposite corner of the room, where Tara's easel stood. “Have a look. She's in the bathroom.”

Refraining from commenting on how that didn't really explain anything at all, Willow walked over to Tara's art corner. This was where she kept her paints, brushes and other supplies, neatly stored in boxes arranged in a battered, old bookshelf. On the easel next to it was a pad of sketch paper with several sheets folded over the back. The one currently displayed showed a charcoal sketch of Spike. He was lazily draped in a chair, one hand hanging loosely down and the other resting behind his head. He was completely naked in the sketch, but the naughty bits had been skipped entirely, leaving the area of his groin oddly blank against the hard black of the charcoal.

Willow reached up and pulled down the previous sheet. Another sketch, pencil this time, showing Spike standing half turned away. The space where his ass should have been was again left blank. She pulled down sheet after sheet only to face the same thing. Naked Spike on the floor, in Tara's bed, on the sofa, all with an empty spot where the towel would have covered him.

“How long has this been going on?”

“Fourth time I'm sitting for her today. It's a once-a-week thing.”

Before she could dwell on the fact that they'd kept it secret for an entire month, Tara returned from the bathroom. When she spotted Willow her eyes went saucer-wide and she began to stutter.

“I-I can explain!”

“It's all right,” Willow hurried to say. “Spike told me about the drawings.”

“Oh. Um.”

“I wish you'd have told me, sweetie. I mean, it's not like I mind or anything. You didn't have to hide it.”

“S-sorry. I-I just-” Tara cut herself off, took a deep, calming breath and started again. “I'm sorry. I know I should have said something, it's just... it's embarrassing.”

Willow furrowed her brow. “Drawing Spike?”

“No. N-not that.”

Whatever it was, Tara was unable to go on. A rosy blush spread over her cheeks and she ducked her head to hide behind her hair, leaving Spike to answer for her. He winked at Willow and patted the front of the towel.

“She's never seen a penis. In real life, at least.”

Having followed his hand with her eyes, Willow felt her own cheeks heat up as she forced her gaze away. “Really?”

Since it seemed Tara was still too mortified to talk, Spike continued on her behalf. “Her teacher was real pleased with her drawings of chits, but criticized the blokes. Said she wasn't getting them right. Told her she needed to study the male anatomy some more. Get some more experience.”

The way he said it left no doubt about the double entendre to his words and which one he personally preferred. Willow was used to Spike's way of talking by now and didn't put any weight on it. It was simply the way he was: constantly suggestive and flirting with, well, petty much anyone. She'd even seen him do it to Xander and Giles on occasion and figured it was only for the sake of riling them up; there was nothing Spike loved more than being obnoxious, after all. Thus, she'd decided, the best way to handle it was to nod, smile and not let it get to her. He didn't really mean it, after all.

Tara tried to compose herself. She straightened a little and took another deep breath to help combat her stutter. “I couldn't admit that I'd never...” She trailed off and bit her lip.

Despite half of Tara's face being hidden from view, Willow knew her cheeks would be bright red still.

“She recommended I attend this life drawing class in the evenings, but it was too expensive and I couldn't afford it.”

“So you're practicing drawing Spike instead?”

“When I was over last month to help her move the couch she got from Goodwill, I saw the leaflet for the class. Asked about it.” Spike caught Willow's questioning look and shrugged. “There were tits on the cover. Was hoping for porn.”

“Long story short, he offered to sit for me - for free - if I did him the odd favor. Running errands during the day, picking up blood from the butcher and so on.”

“I'd expected to actually be naked, of course. It sort of being the point and all. Witchlet's been too shy, though, so I wore a sheet at first. We've graduated to the towel now, and I expect at this rate I'll be starkers around Christmas and maybe by Easter she'll dare to actually look at it.” He grinned wide. “Baby steps.”

Willow couldn't help but laugh. It was clear nothing unsavory had been going on, despite both of them acting guilty upon being caught. She found the whole situation a little uncomfortable, sure, but funny as well. Leave it to Tara to arrange for someone to pose for her naked and then when it came down to it, not dare to look, or tell Willow about it. It was cute.

She smiled at Tara before turning back to Spike. “Why didn't you just leave your underwear on?”

Spike didn't reply, he merely smirked and shifted his gaze to Tara, whose blush intensified.

“He doesn't wear any.”


To distract herself from the mental image that little revelation conjured up, she went back to the easel. As it turned out, trying to remove naked Spike images by looking at nearly-naked Spike drawings was rather counterproductive. Her lips felt dry all of a sudden and she quickly wet them.

“These are really good, you know.”

“You think so?”

“Yeah, honestly, they look great! You've definitely improved. Has your teacher said anything?”

Tara's confidence grew under the praise and she straightened fully, no longer hiding her face with her hair.

“Yes. She came over to me last week and told me she was impressed with my progress.” She gave Spike a small smile. “She also asked for my model's number and said she hoped I'd be filling in the blanks soon.”

With the grin of a pleased cat, Spike stood and slowly stretched with his arms above his head, fully aware they were watching him. Once done, grin still in place, he turned to Tara. “Got time for one more go, I reckon.” His tongue curled behind his teeth. “How do you want me?”

Willow's face flushed again but Tara merely laughed and pulled her hair back with the headband she used when she was drawing. And then, and then! After a small hesitation and to Willow's great astonishment, Tara flirted back.

“I don't know, I've had you on every piece of furniture I own at this point.”

Part of Willow wished she could frame this momentous event in order to commemorate it. Tara barely managed to flirt with her (and only when they were alone, never in public) and here she was, bold as brass, flirting with Spike. Another part entirely sounded alarm bells and twinged with worry; Tara was flirting with Spike!

A very nearly naked Spike. Whom she'd been having secret meetings with.

Yet at the same time, Willow knew Tara would never go behind her back like that. And not just because Spike was decidedly male, either; Tara simply didn't have it in her to cheat, lie or do anything she perceived as bad or mean. It was nothing but Willow's own insecurities flaring up, familiar of old from the days when Oz had been spending time with Veruca.

“I know,” she heard herself say to distract both them and herself. “Come stand here.”

Spike sauntered over and allowed her to manipulate his arms up above his head. When he'd stretched earlier, she'd marveled at the way his chest and stomach muscles rippled and she hoped to recreate it in freeze frame for Tara to draw.

It took some trial and error, but when she finally stepped back, she'd succeeded. One arm was held straight up, the other curled behind his head and holding onto the first near the shoulder. The pose bared his lean torso, making it the focal point, and made his ribs visible.

The only way you could tell Tara was delighted by the new angle - and she clearly was - was how she openly stared at him. In any normal situation she wouldn't have the audacity to do so, especially not with someone watching and Spike himself aware of it (not to mention his lack of clothing). When Tara lost herself in her art however, it functioned as a shield against things that would otherwise overwhelm her low confidence and allowed her to do them anyway.

Tara sucked on her lower lip and set to work. Willow watched as she quickly sketched the rough outline of the body before she started to focus on the head. It didn't come as a surprise that Tara had little trouble with the face; she'd been doing quick face sketches of the Scoobies and Spike ever since she first met them. Willow had been baffled when she saw so many of Spike, but Tara had explained that his unusual bone structure made him a challenge to draw. At first she had failed miserably, so she kept trying until she got it right and by now she could easily bring his face to life on the paper.

Slowly but surely the rest of Spike's body began to take shape on the paper. Rough lines were replaced with more carefully considered ones, then became even more detailed as Tara progressed.

“I love the way you draw his arms,” Willow said.

Tara paused her hand. “He has nice arms. Strong without being too bulky.”

“Yeah, muscly but not like, overstated, body builder muscly.”


“Look good, do I?”

Both of them immediately averted their eyes, trying to pretend they hadn't been admiring said arms. After a moment to recover Tara resumed watching him, since she had to in order to continue her work. She smiled at him. “You know you do.”

“Good enough to eat?” He wet his lips and looked expectantly at Tara, who giggled.

It was obvious he was doing it on purpose, but it was equally obvious he meant it in a good-natured, harmless way, passing the time while Tara drew. And after all, he wouldn't be Spike if he weren't incapable of going three sentences in a row without inserting some kind of pun or innuendo.

Once the drawing was finished and suitably praised, Spike grabbed his clothes and disappeared behind the screen divider separating Tara's small room into living room and kitchen nook. Seconds later the towel was thrown over the top. Despite not being able to see anything, Willow turned around to face the opposite wall.

“Same time next week, yeah?”

“Yes,” Tara said.

“Um, is it okay if I come too, Spike?” Willow asked over the sound of a zipper.

Her question met with silence for a minute, long enough for her to worry that he did mind, before he finally stepped out. He was clothed again, thumbs tucked into the pockets of his jeans to frame his groin and a devilish grin on his face.

“Depends, am I making you come or is Tara?”

“What do you- oh.”

Willow felt herself blush all the way up to the roots of her hair, while Tara unsuccessfully tried to hide her laughter.

“You walked into that one, Red.” He smiled and reached for his duster. “It's all right with me, but keep it between the two of you, yeah? Otherwise I'll have to start charging admittance.”

She was too embarrassed for words, all she could do was nod.