Disclaimer: Buffy, Angel, Willow, Xander, Jenny, Joyce, Giles, Spike, Drusilla, Oz, Cordelia and all other Buffy related characters belong to Joss Whedon,WGN and Mutant Enemy productions. I do not own any of them, I'm just borrowing them for a while. Please don't sue me. To the reader: Hi, this is my first fanfic so please give me some feedback as to how I'm doin' so far. Also, I'm only 13, so go easy on me. Try to refrain from flaming me. Thanks.

Willow sighed as she gazed around the Bronze, watching all the people dancing, drinking, and having a good time.

"Why did I come here?" she muttered to herself under her breath. It was a week into summer vacation and her best friend Buffy was in LA visiting her dad. Willow really missed her; along with the sense of security that she had when Buffy was around. She missed being able to walk alone at night, without fearing that, at any moment her life would be ended by a….a. "grrrrr."

But even more than Buffy, Willow missed her beloved Xander. The first boy she had ever loved, and who just happened to be her OTHER best friend. Once again, she sighed and a happy smile spread across her lips as she thought of him. She only hoped that one day, she would be able to tell him how she felt about him. She wished silently to herself that her love would forget about his secret obsession with Buffy, and suddenly realize that he loved the shy little redhead not the fearless blonde. Her smile quickly faded as she thought of the low possibility of that actually happening.

With that, she gave up any hope of having ANY fun that night. She quickly finished off her tea, grabbed her coat and headed for the door. She stepped out into the cool night, which bit at her cheeks and nose. She slipped into her coat and wrapped it tightly around her. She didn't know what to do. She felt so tired, yet, so restless. So she decided to do something she'd been meaning to do for a while. She quickly pulled her hands into the sleeves of her coat for warmth, and then headed towards the graveyard.

"Row 7, plot 13." She whispered to herself as she made her way through the various rows of headstones and grave markers. When she finally found the headstone she searched for, she felt tears fill her eyes as her knees gave out and she sank to the ground.

She read the words on the headstone to herself, trying to hold back the river of tears that whelled up in her eyes. "Jennifer Calendar, Beloved Teacher, Friend………. And Mentor." Willow smiled to herself as she read the last part of the inscription, "Mentor." It had been her idea to add it to the list of things that she once was. After all, Miss Calendar WAS Willow's mentor.

Finally, Willow could stand it no longer and she let the tears come freely. Still slouched on the ground by Jenny's grave, she put her face in her hands and sobbed quietly. She let all the memories come flooding back. The first time Willow met her, all the occasions Jenny had been there to help her, Giles, Buffy, and/or Xander out of some crisis, the times that they had sat and talked computers, and finally, the most painful…..when she found out about Miss Calendar's death, and how much she had cried.

Willow was so busy mourning over the death of her friend that she failed to notice the three large vampires creeping up behind her. Slowly, silently they approached the small girl huddled by the grave. Yes, she would make a most easy and scrumptious dinner. The vampires all bared their fangs as they crept up behind her. Then, all at once, they pounced on their helpless little prey.

* * * * * * * * * * * * * * *

Willow screamed as she felt three pairs of claws grab her from behind. They pushed her to the ground, one holding her arms, one her feet, as the third moved in for the bite. Willow's first thought was 'Any moment Buffy will come racing in to rescue me.' But then she remembered that Buffy was out of town for god knows how long. Her next thought was, 'Oh my god, I'm gonna die……..I'm gonna die.'

She closed her eyes to prepare herself for the fate that faced her, but just as she felt the sharp fangs of the vampire brush her soft flesh, she heard a loud growl as the weight of the three vamps was lifted off of her. She quickly opened her eyes to see the three vampires fighting for their lives against another, larger vampire.

"Angel!" she cried out. She watched as he struggled with all three of the vampires. Thinking of what Buffy would do, she quickly jumped to her feet and broke off a large dead branch from a nearby tree. She snuck up behind the vamp nearest to her and staked him in the back, letting out a little shriek of fear as she did. She watched as he burst into dust. One of the remaining two evil vamps turned to her angrily and pushed her to the ground. As she fell, she hit her head on Jenny's tombstone. Soon, everything went black.

* * * * * * * * * * * * * *

"Willow!" she faintly heard a voice call to her. She tried to open her eyes, but found that her head felt like it was just slammed in a car door. "Come one Will, wake up." She once again heard the soothing voice say, as someone very gently patted her on the cheek.

Rubbing her head Willow managed to open her eyes to look to the person calling to her. She screamed loudly when she saw a huge vampire peering down at her. She quickly sat up and moved quickly on her hands and knees to get away from the creature, but it grabbed her leg.

* * * * * * * * * * *

"Willow, please! It's just me!" the vampire called. She stopped scrambling to escape and looked back at the vampire that was now crouching on the ground.

"B..b….b…but, your face!" she cried out to him. "Oh……sorry." He replied as he warped back to his human guise. "There, is that better?" Angel asked gently, smiling. "Oh, thank god! It's just you!" she cried as she crawled back over and hugged him with all of her might. "You scared the life out of me!" she told him, backing away from his embrace. "But…..I'm so glad you were here!"

"Yeah, I was out taking a walk, and I thought I heard a familiar scream." Angel replied still smiling. Willow couldn't help but smile at his warm, and oh so handsome features. She sighed and wiped some tears from her eyes. She then made a move to get up.

"Here, let me help" Angel said as he grabbed her hand to pull her up. "Oh, thanks…. Angel." "Anytime, Will. Thank YOU for helping me with that third vamp, I've been kinda out of it since Buffy's been gone, and I don't think I could've handled all three of them by myself." He replied, grinning.

"Well, I should probably get home before mom freaks out," Willow said as she made a move to walk away, but as soon as she was holding up her own weight she got dizzy and almost fell over. "Whoa, careful. Maybe you should, uh.. sit down for a bit while you regain your composure." Angel said in a worried tone. "Uh……good idea."

Angel gently led her over to the concrete wall that surrounded the cemetery, and lifted her up to sit on it. He then jumped up to sit next to her.

"So…..uh, do you miss Buffy, Angel?" she asked, trying to break the eerie silence. "Oh yeah, definitely, I just wish she would've told me when she was planning on getting back." He said, suddenly perking up at the mention of his Buffy's name. "Yeah." Willow replied quietly, not knowing what else to say.

Once again, an uncomfortable silence settled over the two. They both looked around at different things, trying not to meet eachother's gazes.

Willow heard a quiet little "Plop." On the concrete next to her. She looked over to see that a large bullfrog had landed not four feet from her on the wall. She screamed loudly, and practically jumped into Angel's lap in fright. Seeing her intense fear, he looked at the frog, and gave it the "evil eye." It immediately jumped down off the wall. Willow now had her face huddled in Angel's shoulder.

Confused and not knowing what else to do, he gently stroked the brilliant red hair of the girl that lay curled up in his arms. "Shhhh, It's okay Willow, it's gone……it's gone." He told her soothingly. She calmed almost immediately and looked up into his eyes. He smiled at her, but it faded as he said, "Geez Will, you're……you're beautiful!" She stared up at him in disbelief. "I can't believe I never noticed before, but you're more than just….than just………cute." He said.

Before they knew what happened, the two found themselves being drawn into eachother's eyes as they moved their faces closer together. Willow closed her eyes as her lips met his. It was incredible! Before long, the kiss became passionate, but still soft and romantic.

* * * * * * * * * * * *

While he cradled her soft face in his left hand, Angel put his right hand on the wall behind her to keep his balance.

The moment was suddenly interrupted by a loud scream. "WHY?!?!?" They heard a girl scream at them. They broke away from the kiss and looked up to see and EXTREMELY pissed off Buffy staring wide-eyed at them.

It shocked Angel so much that his right hand slipped off the wall and he went tumbling backwards over it. His five-foot fall to the ground was broken somewhat by a very small pile of old leaves. He landed with a loud "THUD!"

* * * * * * * * * * * * * *

Buffy stared at Willow with wide, disbelieving eyes. Willow looked back at her with such an expression on her face that to Buffy, she looked like a deer in the headlights. Angel quickly shot his head back up to look over the wall, back at Buffy. She looked at him with tears in her eyes. He had leaves and twigs stuck in his hair but he didn't care. He effortlessly leapt over the wall and advanced towards Buffy, reaching to pull her into his arms. "Buffy, I'm so sorry…….i.i.i.i.. I don't know what came over us. God Buff, I'm so sorry!" He cried, with tears rolling down his face. He tried to take her into his arms but she pushed him to the ground with such brute force that it seemed as if she was defending herself from her worst enemy.

She heard Willow yelp, and Buffy looked up to see her crying too. Angrily, and broken-hearted, Buffy made her way out of the cemetery. Leaving Angel and Willow by themselves.

Angel turned to Willow, "Where the hell did she come from?!" he asked. But instead of answering him, she just jumped down off the wall and ran out of the cemetery.

Angel sighed and wiped away the tears that stung his face as he lifted himself off the ground. "And then…there was one." He quietly whispered.

* * * * * * * * * *

I've got a bit of writer's block, so please tell me what you think of it so far, and any ideas that you may have.

Disclaimer: I don't own Buffy or any other Buffy the Vampire Slayer characters. They belong to Joss Whedon, WGN, and Mutant Enemy Productions. No copyright infringement is intended yadda, yadda, yadda, please don't sue. :o)

To the Reader: Hi, this is my second piece of fanfic, and it is the continuation of "Betrayal." I would highly suggest that you read part one first, otherwise, you're gonna be totally left in the dark. I really hope you enjoy it! Feedback? - E-mail me. (I need to know if I'm any good at this whole "fanfic" gig.) No flames please, I'm fragile.

"< >" Indicates thought, but…. You probably already knew that.

After Buffy and Willow had both fled from the graveyard in tears, Angel sat for a while, thinking, and letting the occasional tear roll down his cheeks.

< What the hell was I doing!? Am I deliberately trying to sabotage my relationship with Buffy, AND my friendship with Willow? Oh god, poor Willow. She must be feeling totally led-on by me. And Buffy! What could she possibly think of me after this? >

He smacked himself hard in the forehead a few times with his palm. " You've really done it this time Angelus," he mumbled to himself, " you just successfully destroyed two friendships, and a bond that's four times as strong."

He sighed deeply and picked himself up off of the spot on the ground where he had been sitting for the past 20 minutes. < I've gotta talk to Buff, explain to her that what happened with Willow was just a…..a..a…….. a big mistake. I'm gonna throw myself at her mercy, beg for her forgiveness (pray that she doesn't kill me,) and try to make it up to her. Then, tomorrow, I gotta talk to Willow. > With that, Angel, turned and walked towards Buffy's house.

* * * * * * * * * *

The whole way there, he silently rehearsed what he would say to her. He strode up to the front lawn and looked up to see all of the windows in the house completely blacked out, except for one. < Good, Buffy's still awake. >

He took a couple more steps toward the house and leapt easily up to the roof outside Buffy's bedroom window. He hesitated for a moment and considered turning back. No, he couldn't- he wouldn't let himself put this off. His whole relationship and future with Buffy depended on the conversation that lay just a few moments away.

He cautiously and silently crept up the roof towards her window. He grabbed the windowsill to pull himself in. Suddenly, he felt searing pain in his hands. He pulled them away from the window and looked down at them. They were burned and extremely red. Confused, he looked at the windowsill. He saw a clear liquid smeared on, if not, covering it.

"Holy water." He whispered to himself, his brow furrowing in confusion. He reached to the back pocket of his pants, ignoring the extreme pain in his hands he managed to remove a clean white handkerchief. Carefully, he wiped the windowsill dry and then tossed the cloth in the window to Buffy's floor.

Once again, he moved to pull himself in the window. He had just gotten his upper torso through the thresh hold when his eyes, sinuses, and mouth began to sting unbearably. He quickly threw himself back out the window, trying to regain his composure, and his sight.

After a few moments of rubbing his eyes, he growled loudly and looked back to Buffy's window. Shaking his head to rid himself of the disorientation, he growled, " 's only one thing that'll do that to ya…….garlic." < Dammit, that girl knows how much that stuff stings! >

"I've had enough!" he said as he took a few steps back from the window. Angel then ran at Buffy's window and leapt through it. He hit her floor hard and rolled a few times before coming to a stop as his head hit the trunk that was against the far wall.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

"Ow." He whimpered. "You deserve it," He heard someone sob from the doorway. He looked up to see Buffy. She stood in a fluffy blue robe with matching slippers. Her face was red and tear stained. In her arms she held a carton of Ben & Jerry's Cookie Dough ice cream, and a box of Kleenex.

"Well, what the hell do you want?" she demanded, trying to sound strong, but her came out voice cracked and squeaky.

Part 1.3 should be coming very soon! How'm I doin'?