Buffy looked up from the couch, where she had been reading one of her textbooks. “Don’t you ever knock?” she asked with a frown. “What if I was naked in here?”

He raised an eyebrow. “Then I’d get an eyeful, wouldn’t I?” he said with a sardonic grin. He sat down next to her, leaning over to scan the cover of the book she was reading. “Psychology. You’re still taking that?” he asked.

She nodded. “I think it’s fascinating…” she said, trailing off as he got up and started to pace around the room. “What did you want, Spike?” she asked, realizing she had no idea why he was here.

“Tomorrow’s Red’s birthday,” he said, looking fondly towards the door to Willow’s bedroom. “I don’t know what to do for her.” He wandered over to an end table and picked up a bottle of strawberry essence that was lying there. He opened the bottle to smell it before putting it back down next to a large stack of spell books. “Any ideas?” he asked, turning back to look at Buffy.

“How long have you two been dating now?” she asked him.

“Nineteen months, twelve days, three hours and…” he looked down at his watch, “six minutes,” Spike replied. Now it was her turn to raise an eyebrow at him.

“Obsess much?” she teased him. “Okay, well you should probably do something really romantic,” she advised sagely.

He nodded, an idea obviously already forming in his head. “In that case, I need you gone tomorrow night,” he told her, scowling down at her when she opened her mouth to protest.

“Fine,” she pouted. “I mean, it **is** my house, but since it’s for Willow, I’ll leave.”

“Good girl,” Spike said, sending her a pleased grin. “Make Soldier Boy take you to a movie or something,” he suggested.

Buffy just looked at him for a moment with a slight frown. “Why do you still call him Soldier Boy?” she asked as he walked into the kitchen, getting up to follow him.

He shrugged. “Why not?” he replied, opening the refrigerator to peer inside.

“Well maybe because he hasn’t been a soldier for two years now?” she reminded him.

Spike frowned. “Has it really been that long?” He sighed. “Time just flies once you pass the century mark,” he said wistfully, straightening up and going over to look in the cupboard.

Buffy hopped up on the counter. "What are you doing?” she finally asked, after watching him search through their canned food for a few minutes. “The blood’s in the refrigerator, like always.”

“I know,” he said, sounding somewhat exasperated with all her questions. “I’m looking for something to cook for Willow tomorrow night.”

She snorted in disbelief. “You cook?” she asked.

“Sort of,” he shrugged. “Not very well.”

“Get take out,” she suggested, leaning over to close the cupboard door. “Trust me on this one.”

“S’okay,” Willow mumbled, sitting up and leaning back against the headboard. “Thanks for breakfast,” she said, looking blearily down at the rather large tray of food, complete with a muffin with a candle in it. “You going to share it with me?” she asked with a grin.

“Sure,” Buffy agreed, settling herself more comfortably on the bed. “Make a wish,” she prompted gesturing towards the candle.

Willow took a deep breath, closed her eyes, and blew the candle out.

“You busy this afternoon?” Buffy asked, picking up a slice of toast.

“I have a class until three, but I’m free after that,” Willow told her. “Why?”

“I’m taking you shopping,” the blond replied. “For your birthday present. You’re a hard girl to shop for, you know. I mean, how many spell books can one woman have?” She teased.

Willow laughed. “Okay, it’s a plan,” she agreed, taking a sip of coffee. She raised an eyebrow at the cup. “Starbucks?” she asked, knowing that Buffy was incapable of making a decent cup of coffee.

The blond managed to look offended for about half a second before breaking into a large grin and nodding. “You think I’d serve you my sludge on your birthday?” she asked. “C’mon Will, I love you more than that,” she laughed. Glancing at the clock, she sighed and stood up, taking another piece of toast. “As much as I’d love to stick around and finish breakfast with you, I have to get to class,” she said, leaning over to kiss Willow on the cheek. “Happy birthday Wills. Hope you get your birthday wish.”

When Willow exited her chemistry class at 3:00, she found Buffy waiting outside the door for her. “Ready to go shopping?” the Slayer asked enthusiastically.

Willow grinned. “Yep. I am **so** ready to spend your money,” she teased her.

They walked together out to the parking lot, where they found Xander standing outside his car, waiting for them. “Hey Xand,” Willow greeted her childhood friend. “You coming with today?”

He nodded. “I was supposed to be your chauffeur for the afternoon,” he said, then gave them a sheepish grin. “But we’re going to have to take the bus.”

Buffy looked up at him sharply. “What? Why?”

“I locked the keys in the car,” he replied.

Willow glanced at the car, then started giggling.

“It’s not **that** funny, Wills,” Xander pouted after a few minutes.

Still unable to stop laughing, she merely pointed to the back door. Buffy followed her gaze, and chuckled. "I don't think we have a problem," she told Xander. "You left the windows down."

He had the good sense to blush. “Oh. Right. I knew that,” he protested, reaching through the open window to unlock the door, then held it open as Willow and Buffy slid into the back seat. As he sat down in the driver’s seat, Buffy looked at him regally. “To the mall, Driver,” she commanded, and with a squeal of the tires and a terrified look from Willow, they were on their way.

Two hours later, they stepped out of the mall, Xander carrying so many bags and boxes that he couldn’t see over them. Willow carefully led him to the car. Once their purchases had been safely stowed in the trunk, Xander turned to the girls. “Where to now?” he asked.

“My mom’s house,” Buffy replied, and noticing Willow’s confused look, she explained. “We’re going out, and Mom is closer than going all the way back to our place,” she said.

“Where are we going?” Willow asked curiously.

"Surprise,” was all Buffy would say, grinning mischievously.

They let themselves into the dark house when they arrived, and went upstairs with the bags of new clothes. Buffy helped Willow into a new light green slip dress they’d picked out, then played with her hair until it was tousled in dark red waves across her shoulders. The last part of their preparations was a light application of blush, clear mascara, and lip gloss, then the two girls ran back downstairs to the car. Buffy nodded to Xander, who knew what he was supposed to do next. Coming up to Willow, he held out a white silk scarf. “I’m going to blindfold you,” he explained. She raised an eyebrow skeptically at him, then looked over at Buffy.

She nodded. “It’s part of the surprise,” she assured her as Xander went behind Willow to tie the scarf around her eyes. Then Buffy stepped forward to help Willow back into the car, and they were off again.

The car pulled up in front of the girls’ apartment, and Buffy and Willow got out, Buffy still leading her best friend. Once she had walked Willow inside, she quietly snuck back out, closing the door behind her with a barely audible click.

Spike, who had been sitting on the couch, waiting for them, just looked at Willow for a moment. She looked lovely, the soft light of the candles placed around the room dancing off the crimson waves of her hair and shining on her pale skin, making it glow a soft gold. When she started fidgeting impatiently, he got up and gently pulled her blindfold off. “Happy birthday,” he said softly, standing behind her.

Willow looked around, her green eyes open wide at the sight before her. The only light in the apartment was coming from hundreds of cream colored candles, and the air smelled faintly of vanilla and roses. The floor was strewn with velvety looking rose petals, and she could see through the archway a table set for two. Whirling around, she threw her arms around Spike’s neck and kissed him. “Thank you,” she whispered as they broke apart. “It’s beautiful.”

“So are you,” he replied, his arms still around her waist. “Fancy dinner, luv?”

“I don’t know…did you cook it?” she teased him with a raised eyebrow.

He shook his head. “The Slayer told me it would probably be better if I ordered in,” he said.

Willow giggled. “She was probably right,” she said. “So yes, let’s have dinner,” she answered, laughing at his look of mock outrage.

Spike sighed. “Fine,” he replied, looking very put out. He escorted her into the dining room, pulling out her chair for her, then went to the stereo to turn on some soft, romantic music.

They talked quietly while they ate, not wanting to break the peaceful mood. Willow told Spike about her chemistry lab that afternoon, and the shopping trip with Buffy and Xander; he listened, and tried to control his laughter when she told him about Xander locking the keys in his car. “Stupid git,” he chuckled. “He’d lose his shoes if they weren’t tied on.”

When they’d finished with dinner, Spike disappeared into the kitchen for a few minutes, returning with a cake with 21 candles lit on it. “Happy birthday to you,” he sang, slightly off-key. “Happy birthday to you. You live with a Slayer, but I still love you.”

Willow giggled, and blew the candles out when he placed the cake in front of her. “How long did it take you to come up with the lyrics?” she teased him as he cut two large slices and put them on plates.

“All day,” he said sheepishly, looking down at her. “You didn’t think they were brilliant?”

“They were spectacular, Spike,” she assured him with a wink. “And I love you too.”

He kissed her, then handed her a plate and took her by the hand, pulling her into the living room. They sat down together on the couch. “So what did you wish for?” he asked. “Wait, don’t tell me or it won’t come true.”

Willow shrugged. “It’s kind of impossible anyway,” she said. “I wished that this night would never end.”

He smiled at her. “I can’t help with that, but I can promise many more like it.” He set his plate down on the coffee table, and kneeled in front of her. Her eyes widened as he pulled a tiny velvet box out of his pocket and opened it up, displaying a beautiful diamond ring.

“Will you marry me?”