When She Was Scared

Author: Lysa <lysaharris[at]fsmail.net>

You know, I think this could possibly be one of the most nervewracking things I've done. This is one of the first pieces of fanfiction that I wrote a couple of months back. It's a pretty fluffy one, and if anyone is subscribed to the willow-xander group then you've probably already read it. This is the first time it's gone out to such a large group, so I would appreciate any feedback anyone can give me. If I get enough encouragement I'll continue posting the others.

Oh, thanks to Brian Williams, who recommended this group, and if anyone recently read my NC-17 version of 'Change' in willow-xander group, please let me know what you thought. I'm really waiting on tenterhooks here to see if it completely sucked.

Hope you enjoy this fluffy piece of W/X-ness.



Feedback: Yes, please, but no flames. Feedback to lysaharris@f...

Pairing: Willow/Xander

Rating: PG

Spoilers: 'When She Was Bad' from Season Two.

Summary: What could possibly have happened after the incident in the factory at the end of the episode 'When She Was Bad'.

Disclaimer: I own none of the characters mentioned. They belong to Joss Whedon/UPN/Mutant Enemy. Don't sue me, I own nothing but this story.

Authors Notes: I've written this with a slightly different ending to the episode mentioned above.

Willow shakily headed for the metal ladder that led down from the podium she and the others were still waiting on. She had just watched one of her best friends go through one of the most traumatic events of her life, and she couldn't help but feel sad over the way things had gone over the past few days. She felt bad about shouting at Buffy earlier, but she had just been so angry and so worried. She felt a little better about it now, after Angel had taken her outside, and she was just thankful that they were all okay. It could have been an entirely different story. She bent down, ready to tackle the iron steps, when she felt a hand on her shoulder. She turned and saw Xander looking down at her.

"I don't think so, Will," he said as he helped her back to her feet.

"What do you mean? I was just going to climb down."

"Exactly," he said, his eyes full of concern.

Willow was about to protest when she suddenly came over dizzy. Her eyes closed for a second as she stumbled forward.

Xander instinctively wrapped an arm around her waist, holding her to him, steadying her balance. "See what I mean?"


"Will, you had a nasty bump on the head. There is no way that I'm letting you go down that thing alone. You're still a little woozy." He placed his hands on her shoulders and looked her in the very pale face, his worry not easing as much as he hoped it would once she woke up.

"What do you suggest, we stay up here all night?"

"No, of course not, but...hey, I've got an idea..." he suddenly bent down and shoved his shoulder into her stomach, causing her to double up over him. "I'll carry you." He said as he stood up, holding her in place by her hand.

Willow couldn't help but giggle, even though it had taken her breath away. She wasn't exactly sure why: whether it had been the force of his shoulder so suddenly or just the mere fact that she was so close to him. The last time they had been in such close contact...No, she told herself, I can't think about that. Not now. "Xander, put me down," she told him.

"No," he said, almost breathless. "I'm gonna...carry you..."

"How do you think you're going to manage to get you and me down that narrow, not very safe, ladder? Be realistic, Xander."

"Okay, okay," he conceded as he let her down, and allowed her to find her footing. "You spoil all my fun." He pouted.

"This is your idea of fun?"

"Well, I used to wanna be a fireman, remember? Carrying beautiful girls is just one of the perks." His face reddened immediately as he inwardly cursed himself for saying it.

Willow, unaware of the unintentional compliment she had just received, headed for the ladder once again.

Xander was immediately there once again. "No, wait..."


He gently moved past her to reach the ladder first. "Okay, if you won't let me carry you down, at least let me help you. I'm gonna go down first, then you're gonna follow. But stay really close to me, that way if you get dizzy again, I can make sure nothing happens to you."

Willow thought about it for a moment. "Do I really have a choice in this?"

"Uh...no," Giles said from behind her. He had been busy helping Jenny and Cordelia get to their feet, but now his energies were focused in getting them all to a safe place.

She pouted for a moment, and then realized that she really didn't have a choice if she was going to get home anytime soon. "Fine," she said as she reached for the ladder where Xander was already waiting for her. She felt around with her feet for the first rung of the ladder, and slowly moved backwards so that her weight was being supported by the thin piece of metal underneath her feet. She pulled herself upright, and suddenly became aware of the figure behind her, so close she could feel his breath on the back of her neck.

"Okay," he mumbled out, "I'm gonna go down, one by one. You keep as close to me as possible, okay?"

Willow said nothing, only nodded as she felt him move. She followed slowly, unaware of her footing and the headache pounding at her head, moving almost with him down the ladder.

Xander risked a look down to find he was nearing the bottom, and sighed with relief. He didn't know how much longer he could be this close to her without certain parts of his anatomy acting of their own free will. He hit the bottom rung, and the metal instantly gave way beneath him. "Damn!" His body slid down until he hit the bottom, feet landing flatly, causing them to tingle.

Willow looked down instantly to see him shaking his feet, trying to regain the feeling in them. "Are you okay?" she asked.

"Yeah, I'm fine," he said as he looked up. As he did, he noticed something. He noticed that his best friend was all grown up, and he had barely even realized it. She was becoming a woman. 'With a woman's body...' his brain chipped in. "Just wait there a second, Will," he called to her as he tried to divert his eyes from gazing at her body. "Okay, you've hit the last rung. You're gonna have to jump."

"Jump?" she asked, her voice filling with panic. "How far is it?"

"It's not far, Will. Anyway, I'm going to catch you."

"You're going to catch me? You can't catch a baseball, Xander. Remember when we went on that school field trip to the ball park? I caught more than you did."

"Willow, trust me."

With those three words, she closed her eyes and took a deep breath. What's the worst that could happen? She asked herself as she prepared to let go. I mean, it's only a couple of feet, right?

Xander opened his arms, and there she was. She felt as light as a feather. "See, I can catch things when I want to." He told her with a smile.

She stood up straight and faced him - before she fainted back into his arms.


Willow woke to the sounds of a low rumbling, and the feel of a very soft hand against her cheek. She knew it was him before she opened her eyes. She always knew when he was nearby. She slowly opened her eyes to find she was in the back seat of Giles' car, with her head on Xander's lap.

"Hey," he said with a smile that melted her heart.

She grinned back at him, "hey."

"You had me a little worried back there. I wanted to take you to the hospital, but Giles said you should probably go home."

"I don't need a hospital," she told him as she tried to sit up. "Giles is right. I just need to get home and get in my own bed."

Xander helped her upright, keeping an arm behind her to support her weight. "Well, we're nearly there now."

"Xander?" Giles called from the driving seat. "Are Willow's parents home this weekend?"

"No, they're in Phoenix."

"I am still here you know." Willow complained gently.

"I know," Xander said gently. "Sorry."

"Well, don't you think...?" Giles asked.

"Someone should stay with her?" he finished. "Yeah, I am. My parents won't even know I'm gone."

"Xander, you should go home, too." Willow argued. "You've had a tough night, too."

"I know, but there is no way that I am leaving you alone tonight. I can crash on the floor."

The car pulled to a stop outside of the Rosenberg house and Xander got out, helping Willow as he did.

Giles watched them enter the house safely, then drove off to take a sleeping Jenny home.


Willow trudged wearily towards her room, her eyes almost falling closed on their own. "Do you want a drink or anything?" she asked half-heartedly.

"No, I just want to see you tucked up in bed, safe and sound." He told her as he put his hands on her shoulders and moved her forwards.

"But we have that chocolate milk you like so much..."

"Will, you and I both know that I will, at some point, go raking right the way through your cupboards and refrigerator, but for now I just want you to go to sleep." He pushed her through the door into her room, and opened the door to the bathroom. "Go and get changed."

For the first time since the trouble earlier, Willow suddenly realized that she had almost died. She turned around to face him, but he was busy looking at a photograph on her table. She turned away again and went into the bathroom. When she emerged a few minutes later, he was sat on her bed, a cup of hot tea beside him. He looked so...sad sat there all alone. She wondered for a moment what could possibly be going through his mind. 'Buffy.' She thought to herself. 'It comes back to her'. "Hey," she said finally.

He looked at her. "Hey, I made you some..." he watched her stand there in a pair of silk shorts and a matching camisole top, and his brain suddenly lost its trail of thought. He quickly looked around the room, his eyes settling on the cup. He took it and handed it to her clumsily. "...drink..." he finished. He watched as a strand of red hair fell from the band that was holding it all up on her head in a loose bun, and couldn't resist the urge to touch it. He tucked it behind her ear as she took a sip of the drink.

Willow's face scrunched up at the sweetness of the drink. "It's good..." she lied.

"You don't have to lie to me."

"Well...how much sugar did you put in?" she watched him as he used his fingers to count, his face furrowed in concentration. "If you have to think about it, it was too much."

"What do I know about making tea? I thought it was like milkshake: the more you put in, the better it is."

"Well, that's an interesting theory."


"It's okay," she said with a smile. She made her way over to her bed and pulled back the covers. "You know, you really don't have to stay here." She said as she sat down and crossed her legs, pulling the covers over her.

"I know I don't," he told her as he made his way over to the bed and sat beside her. "I want to. I need to know that you're okay."

"Thanks," she said as she snuggled down into the sheets.

Xander stood up and turned out the light, opening the door.

Willow's heart stopped as the darkness covered her and she sat up with a start.

"What's wrong?" he asked as he turned the light back on and rushed to her side.

"I don't know. I...the dark..." her eyes filled with tears and he was there, holding her to him. Willow refused to let the tears fall as she pulled out of his embrace.

Xander stood up and took a box of matches from his pocket and began lighting one or two of Willow's scented candles around the room. "Is that better?"

"Yeah, thanks."

He turned the light back out.

"Where are you going to sleep?" she asked.

"On the sofa."

"Could you maybe...sleep in here?" she felt like a dolt for asking him, but she didn't know if she could go to sleep on her own. "I mean, it's okay if you don't want to..."

"It's fine," he said as he closed the door and sat back beside her on the bed. "I'll get some blankets out of the linen cupboard once you're asleep. If you wake up, I'll be right beside you." He put his arms around her and shuffled himself down so that she was rested on his chest. He amazed himself when he wondered why it felt so right, and decided he'd think about it another time. As soon as he heard the rhythmic patterns of her sleep, he too closed his eyes.


"...blood...no, don't...stop...Xander..."

Xander's eyes fluttered open as soon as he heard her voice. He watched her face contort into sheer horror as she dreamt. He touched her face, and ran his hands through her hair gently. "Will? It's okay, it's just a dream..."

"...don't...get off...can't breath...NO!!" she screamed suddenly as she sat up. She felt his arms around her and she settled into them, tears running down her cheeks as she gripped onto him for fear he was going to be taken away from her.

Xander felt her nails dig into his back through the material of his sweater, but still the pain didn't register. He found himself inwardly cursing Buffy and all the things she had brought into his and Willow's life. Willow's especially. Looking at her now, she was so vulnerable and afraid, and all he wanted to do was take that away for her. He hadn't really had the time to consider the consequences of what had happened tonight. He was almost sure of the fact that when they all got back to school, things would be pretty much back to normal with Buffy. Still, he couldn't help but feel totally useless to Willow right now. His own eyes filled with water and he quickly brushed it away.

Willow calmed down once she realized that she had just had a dream and relaxed her body into her best friend. She looked up at him, and even though the candles had long since burnt out and the night still filled the room, she knew he was sad. She put a hand to his face and caught a stray tear as it fell down his cheek, and she felt him pull away from her. "What's wrong?"

"Nothing," he said in his best fake voice. "I'm fine."

"Xander..." she warned.

"Will, I'm okay. I'm just..."


"When I think about what could've happened tonight...I just get this pain in my chest and it feels like I can't breath." He whispered the last part, almost not wanting her to hear him.

"Oh, Xander..." she jumped up and wrapped her arms tightly around his neck, "I'm fine...I'm okay..." she pulled back from him, kneeling between his legs and tried to catch her breath. She was acutely aware of his hands still being wrapped around her, placed on her back where her camisole had ridden up from all the thrashing around in her sleep.

Xander leant forward and did something before he had a chance to think about it: he brushed his lips against hers.

Willow, stunned, was speechless for a minute. "What...?"

He finally said the words out loud to what he had been thinking for the past few days. "I love you..."

"You...love...me?" she squeaked. "You mean, like, in a friend way, right?"

"No, I mean in an 'I'm in love with you' way."

"Xander, don't just say this because you're scared of losing me as a friend...or because you feel like you have to say it."

"Willow, listen to me, I love you. I know that I haven't always been a good friend to you. After all that stuff with Buffy...I knew how you felt about me, but I just thought it was a crush or something. I just always thought that you'd be there."

"I will always be here, Xander, but I don't think I can take this..." she tried to struggle out of his grasp, but he wouldn't let her.

"Willow, two nights ago we almost kissed. Do you remember that?" although he couldn't see her that well, he knew she was nodding in agreement. "Don't you wonder what might have happened if that vampire didn't show up?"

"I don't have to...you would've backed off."

"No, I would've kissed you and then I would have known it. Ever since that moment, I've been trying to come to terms with this huge idea that I'm in love in with my best friend. For me, that's a pretty scary thing. We've been best friends for so long...I don't know how to be me...without you. And I'm scared to death of losing you, but I can't hide the way that I feel about you. I know that I have a pretty big chance of screwing things up between us forever, and I know that you're having doubts about my sincerity, and I know that you're worried that if things don't work out then we won't be friends, but I also know that you love me. You love me like I love you, and it's a big thing. But we can't just give it up. Not now. I can't give up."

"Excuse me?"

"Please don't make me say all that again."

"I don't wanna hear it all again. I just wanna hear the main part."

"Oh, you mean the part where...I love you?"

"That would be the part I'm talking about."

"I do. It's like this overwhelming feeling that I can't control."

"Maybe you're not meant to control it, Xander," she told him as she moved closer and wrapped his arms around her. "Maybe we're just meant to let it control us." She ran her fingers through his hair and saw the love shining from his eyes in the moonlight that crept in through the balcony door. "I love you..." she whispered as she kissed him and pulled him onto the bed.

The End