A/N: Thanks to Rahael for the intellectual advice, again. Big thanks to Dead Soul for the beta. I have to confess, this started out as a very different story. It was supposed to be a light-hearted, bare-assed romp through L.A. with Spike, Angel & Elle. Halfway through writing the first scene, things got away from me and it turned into a mood piece. At least that's what I'm calling it. This is set sometime after S5/S2. Obviously AU, I reserve the right to ignore plot points (hell, whole arcs!) that wouldn't fit. It's also my homage to DoOUL (yes, I rave about this. Deal with it.) and The Mad Poetess. But there's no slash. Except maybe a little teeny bit at the end. Anyways, L, this one's for you. I hope you like it, and Elle.

I looked away from the sodden lump of humanity on my leather couch and sighed; shaking the rain from my hair and hoping against hope that my hair gel wasn't dripping onto my coat. That stuff never comes out once it's set.

“Whatcha gonna do with ‘er?”

“Not a clue.” I turned to Spike and spread my hands in surrender. “Any ideas?” I asked, half-heartedly.

“Not me, mate. The whole ‘save the humans’ gig is yours. I’m just here for the violence.” He rocked back on his heels and lit a cigarette.

He squinted through the smoke. “Drippin’ on your bloody couch, she is.” His voice rose a little in mild indignation. “Your leather couch that you swore would never know the touch of my booted feet. Or, come to think of it, my un-booted feet. Not fair, that.”

I pulled the French doors shut, wanting to give our unexpected guest some privacy.

I glumly struggled out of yet another trashed sweater and poked my finger through the rip that ran from the left shoulder all the way down to the waist. “Life’s not fair, Spike,” I replied absently. I tossed it into the wastebasket and unbuckled my belt. “Go to bed. I’ll figure out what to do with her in the morning."

I listened through the wall to him moving around his suite. The sounds got fainter and finally stopped as I drifted off to sleep.

*****

The coffee maker had just finished when Spike stumbled into the kitchen. “Good morning, Sunshine,” I said as I handed him a cup.

“Fuck off and gimme that.”

“Mrxtlerfrf?”

We both looked at the apparition in the doorway. “Shit, mate, you did it this time. Brought home a bloody demon, you did.”

“She didn’t smell like a demon.” Mentally, I started trying to match up the sounds with the demon languages I knew to see if I could figure out what it—no, she – was saying.

She took a couple of swaying steps towards us, and one eye cracked open. “Brtuxzl?” She moved decisively for the coffee as we stepped aside. She managed to get the coffee into a mug before she started making whining noises and patting the counter.

Spike took a wary step forward. “Er, what’dya need, pet?” The whining escalated and I was immediately transported back in time by a century or so. She sounded remarkably like Drusilla in a snit.

Acting on a hunch, I grabbed some milk out of the fridge. Thankfully, it wasn’t sour. I opened it and handed it to her. “Prtzlbu.”

“You’re welcome, I think. Spike, the sugar’s in the cabinet right beside you.” He gingerly pushed it towards her and she made a happy noise. Thank god that whining had stopped. I turned back from closing the door of the fridge at a squawk from Spike. “Here now, those’re mine!”

For someone who was navigating with an eighth of an inch of one eye open, she was remarkably fast. We watched her suck down the contents of her cup and finish off one of Spike’s precious cigarettes almost before we could blink. That got one eye all the way open and earned her the power of speech. Of course, said speech turned into a fight with Spike.

I don’t know if the Powers decided to grant me a vision, or give me a break, or what, but I realized that if she stayed, fighting with Spike was just going to become background noise after a while.

******

Poor Fred. I had the feeling I’d be thinking that a lot. She was staring at Elle, mouth full of taco that she’d forgotten to chew. Cordelia wasn’t much better; she’d managed to hit the floor with her latte, but I bet she’d be raiding the petty cash box to replace the shoes she’d also managed to hit. Gunn and Wesley just looked fascinated.

“You were a WHAT?” Ow. Cordelia really doesn’t need a stake for vampires. That tone of voice would work just fine.

“A call girl.”

“You had sex … with guys … for money?”

“Can you think of an easier way to make a living? And they weren’t all guys.”

I saw Gunn, Wesley, and Spike all swallow hard and lean forward. Truth to tell, I was leaning a bit myself.

“Oh, for the lova -- what is it with guys and lesbian sex?” I didn’t need to look at Cordelia to know the expression on her face.

“I used to get most of the demon calls, after I didn’t freak out when a Brachen chan—“

“Was he short, dark and Irish?” Cordelia tapped her foot on the floor and muttered dire things to herself.

“No, he was tall, blonde and Californian. What the hell difference does it make?”

I leaned a bit further forward and whispered “Tell you later,” in her ear. She lifted a shoulder indifferently and went back to her story.

“Besides, most of the demons just wanted to watch me doing stuff. Not many could fit their Tab A into my Slot B.” She shrugged again. “Like I said, easy money.”

Off Cordelia’s most supercilious sniff, she said, “Look, princess, before my building was BLOWN UP, I had designer clothes in my closet, primo stereo equipment and a Ferrari in the garage. I don’t see Lagerfeld on your back. Guess fighting the good fight pays minimum wage, eh?”

I’d said it before and I would say it many times again: Had I known that a human lived in the building along with various other bad, evil, slimy things, said human would’ve been charmed out of the apartment (probably by Spike), taken out for the evening, and said human would not have ended up sitting in my lobby, wearing my sweater and Spike’s sweats, ready to get into a cat fight with my Seer. Instead, said human would have spent the night in a hotel somewhere that wasn't here, and we wouldn't have acquired yet another stray.

Luckily, the Powers decided to give me a break, in the form of sending Cordelia a vision. Unluckily, I couldn’t catch her in time and she hit the floor.

As Cordy was twitching and gasping out instructions, Elle leaned over and studied her with a hint of interest.

“She do this often? ‘Cause there’s drugs for that now, y’know.”

“It’s not epilepsy … Wes! Get that enchanted ax from the downstairs cupboard.” The members of my team were flying around the hotel, gathering up whatever methods of mayhem they preferred.

“Right.” She got up from the corner of the couch she’d taken over and started up the stairs to the suite she’d claimed as hers, after an extended spat with Spike over ownership. The gist of her argument had been that his room was, in order of importance: not dirty, not filled with old crap, and, unlike the rest of the rooms, it did have decent furniture and a bathroom with a big tub. They were hammering out something that made the treaty of Versailles sound simple when I had given up and gone downstairs to explain to the others that we had a guest.

.An exclamation from Fred stopped her halfway up the stairs. “You’re not … gonna help us?”

She half-turned and let a hint of a smile turn up the corners of her mouth. “Why should I?” She waited a beat before turning back and walking up the stairs.

No one had an answer for that. Truthfully, I was a little surprised myself. I didn’t know why. Maybe because every other person who’d wandered into our orbit and stayed had immediately thrown their lot in with us. I should’ve known Elle would be different.

******

After a month of the Elle and Spike show, I finally recovered the memory of what she reminded me of. A cat. And not just any cat, but the cat that allowed me to hang around with her in New York before Whistler caught up with me.

Same attitude towards life, same opaque green-shaded eyes, same way of disappearing when the spirit moved her. She found me one night when the rats were all over the place. I’d finished one off and tossed it over my shoulder. A loud, grumpy mioaw let me know the alley wasn’t as deserted as I’d thought.

I turned around and saw a scruffy grey tabby crouched over the remains of my dinner. She slurped the last of the intestines into her mouth, sat up, and licked her lips. I crouched down and made those ridiculous kissy noises, trying to coax her over. I swear I wasn’t going to eat her; after all, I’d just dined on six or eight of New York’s finest vampire snacks.

I'd never known cats could roll their eyes, but this one did. She yawned hugely and curled her tail around her paws. I reached out a hand, wanting to feel if her fur was as soft as I remembered cat fur was. Drusilla had a cat once, but it scratched Darla and that was the end of Miss Pusskins.

One paw darted out and all five claws raked across the back of my hand.

“Ouch! What the hell was that for?” My voice was rusty and I don’t know which one of us was more startled to hear it. She hissed and backed away a couple steps.

“Well, fine then. Be that way.” I turned to trudge back to my basement corner, feeling even more deserted than before, if that was possible. I walked down the alley then looked over my shoulder. She was picking her way through the assorted garbage and puddles of what were probably body fluids. The corners of my mouth twitched upwards in a way I hadn't felt in what seemed like forever.

******

And even after six months of tricks, pranks and general loudness, nobody had moved out. Or quit, which was also amazing. Especially after Cordelia discovered one sunny day that someone had changed all of her 'incredibly essential icky demon stuff' bookmarks to gay porn sites. Those two just did not get along. I’d read about situations like that. Of course, the book offered no actual solutions beyond advising one to "let the two alpha females fight it out".

Apparently, the alpha male in wolf packs has this happen all the time. I was tempted to track down Oz and see if he had any advice.

I had almost gotten used to the loud music she played whenever she was in her room. Which was most of the time. She showed no interest in socializing with anyone except Spike. There was something the same about those two. They’d both been wrenched out of their comfortable little worlds and thrown into another – Spike by choice, Elle by plastique. They understood each other, without having to explain motives and word inflections. And they both loved to watch the rest of us do all the heavy lifting. A match made in heaven, really.

Like the cat she reminded me of, she kept her own counsel, her face a mask of nonchalance whenever she was around us.

I saw the mask drop once. We had all gone out to take care of a few pesky nests – Wes and Gunn took one, Spike went after three more, I took the other two. After a quick egg-stomping, I came up through the basement and paused in the shadows to take in the scene before me.

Fred – standing behind the counter, hands fluttering like trapped sparrows over the sheaf of papers she'd spread out on the marble surface.

Elle – perched on the edge of the circular sofa, face frozen into a polite smile, eyes darting constantly to the front door as if expecting a savior to burst through the glass.

Fred's high-pitched tones resolved themselves into speech – "…so I used to write on the walls of my cave in Pylea. All the equations, trying to remember everything before it flew out of my head forever."

Elle – trying to get a word in. "Really. That must have been ver-"

"I could only write with a stick I burned in my fire. No pencils in Pylea." A quick, stifled giggle. "Pencils in Pylea, that's funny. I only saw what they wrote with once. I tried to take one, right out of the house. They didn't like that at all."

By the number of cigarette butts she’d dropped into the half inch of liquid in the bottle at her feet, she’d been there a while.

"Oh. Well, I'm sure the-"

"Angel came and rode up on a white horse and saved me. Did you know that?"

"No, he nev-"

"Handsome man on the white horse. Just like in a fairy tale. My mama used to read me fairy tales. Did yours?"

"She use-"

"I loved fairy tales, everything always came out right in the end. Evil stepsisters punished, a kiss wakes you up, straw spun into gold. You could spin straw into gold, if you wanted. I wrote the equation out once."

"Really. That's inter-"

"You just have to make sure that you use the right variables. Don't want to transpose your Xs and Ys, then you wouldn't get gold, would you? Maybe copper or wool or horse hair, but not gold."

"I supp-"

"I wonder whatever happened to the pretty horse. He was so gentle and so white. Shiny white in the sunlight, white against the green grass."

"I'm sure Ang-"

"But he was just a horse. Like me – only they called us cattle there. Moo, cow, moo. And we dug and sweated and worked hard for our straw to snuggle in at night."

"You sle-"

"I wonder when Gunn will be back. He's very strong, you know. Not as strong as Angel, but strong enough. He made Angel put away the demon head when Mama and Daddy were here – it was scaring Mama."

Why didn't she just get up, walk up the stairs and close her door? She was capable of doing that to anyone else. Why the effort at that time? For Fred, of all people?

"Well, I can-"

"They all thought that Mama and Daddy were evil mean people and they were going to take me away. They wanted to hide me from them, isn't that the nicest thing you ever heard of?"

"Yes, ver-"

"But I stayed here, where I can build things and write things down on paper! Angel gives me all the paper I want to write on, and he never got mad when I wrote on the walls by mistake. He just smiled and said that 'paint was cheap, when I was ready'."

"It is che-"

"Gunn brought me tacos all summer long. He stayed and made sure I ate them, too. Sometimes he'd even play with the toys. I don't know why he bought the children's meals – I can eat a lot of tacos."

"He pla-"

"One time when the toys were legos, he bought so many that he started building a fort. We found a piece of board and drew grass and trees and roads on it so the fort would look real."

For a split second, Elle's face softened into a real smile. "My brot-"

Ah. A tiny piece of the puzzle. Did Fred remind her of someone in her past? Someone who babbled and trusted and could be coaxed to play with legos – whatever they were? Someone she had to leave behind? Or who left her first?

Steps clattered outside the doors and Elle, well, she didn’t exactly leap off the couch, but the difference was semantics, really. Before Fred had turned towards the door with a big smile on her face, Elle was halfway up the stairs.

"Here's Wes and Gunn, see you later." And she was gone again. But I would remember that night whenever she did something obnoxious to Cordelia, or when she and Spike were having obstreperously loud sex. She stayed.

******

I think we were all expecting a parade of demon, um, clients to start creeping, slithering, or otherwise locomoting through the lobby. Instead, after demanding compensation for her destroyed wardrobe, which put a heavy strain on the finances, she went out to the nearest Barnes & Noble and secured a manager's position.

Which threw us all for a loop. I mean, why not go back to her profession? I asked her that once. She put her bare feet up on my desk, lit a cigarette and appeared to consider her answer.

"Right. 'Cause all my old clients would want to come to Champion Central for nooky. Good plan. Did you know I went to UCLA?" She took my blank look for an answer and went on.

"Yup. Got my B.A. in English literature and my M.A. in Elizabethan poetry. Petrarchan Themes in Shakespeare's Sonnets. However, unless I wanted to teach Freshman Comp at Bumfuck U, there weren't many jobs that didn't require a polyester uniform."

"What's wrong with teaching freshmen?" Probably the stupidest question I could've asked, but she was uncharacteristically open that night.

"For starters, you've got 250 bored kids who think they know how to write because they always got 'A's in high school. Or worse, you get the kids who can't write at all. Hell, some of 'em can barely read. And you've got to pound the basics into their heads, grading many, many papers a week. After ten years of that, if you're lucky, you might get to teach a class in your specialty. If, of course, you've managed to publish enough articles to secure tenure. If not, you start all over again somewhere else. Not my scene."

She smirked at me over her toes. "Besides, how else could I buy nice things?" I knew True Confessions was over.

She wasn't so closed off with Spike. Like the time I woke up to the 'music' (and I use that term with a truckload of reservations) of something called Behind the Music. My first instinct was to yell loudly at them for invading my living room; my second was to make them go downstairs and watch there, but for some reason, I didn't make a sound.

Their heads were silhouetted against the TV's flickering blue light, as crisp and clean as any cut silhouettes I'd seen. I was admiring the effect when I tuned in on the conversation.

"For fuck's sake, don't spill that! You'll be living in a dumpster, clutching my ashes to your filthy K-Mart knockoff-covered breast."

"You worry too much. Fine, alright already, I'll move it."

The slightly lemony scent of fingernail polish curled into my nostrils and I took a deep breath. Spike. Elle. Fingernail polish. On my leather couch. I could think of several endings, all of them involving violence and shouting. And very possibly nail polish all over my couch. And my hair.

A small click interrupted my musings about how maybe sometimes torture was allowed for the good guys. Great. Now the nail polish was on my mahogany coffee table.

"Don't move. This part is tricky."

"How tricky can painting my toenails be? Did you really go to that club?"

"Huh? Oh, CBGB's? Yeah, I hung out there a couple times. Good music, good beer, good snacks." I could just picture his smirk and shrug. "What's not to love?"

"Did Dru like it too?" Her voice was uncharacteristically tentative.

"Dru? She wasn't into the scene, no. Tended to start screaming about ants coming to eat her in the middle of the dance floor. Ruined the mood, that."

Silence, except for the ubiquitous bleating of the announcer, reigned supreme. I was just about to drift off again when…

"What are you going to do about Wes?"

Heavy sigh and the whoosh of a lighter.

"Let him down easy. Let's face it, I'd shock him into an infarction within a day."

That little snippet of conversation made a lot of things fall into place. Why Wesley would interview her endlessly about demon habits. Why she would answer all his questions patiently, never snarking at him once. Why Spike tended to hang about during said conversations.

"You're not exactly his type, I'll agree on that, pet."

"It's kind of nice, though. I've never had anyone who just liked me for me. Not trying to get into my pants all the time."

"So what am I, then? Chopped bloody liver?"

Now I was picturing her smirk and shrug. "Sorry. It's hard to explain. Girl thing."

"Fine. Break my heart then. See how you feel when I start wearing all black … er, brooding all over the place. You'll be sorry then."

Snapwhoosh of a zipper. "Oh, not fair. Not fair at – oh, right there. Do that again, love."

Great. I’d always wanted those two to have loud sex on my couch. I buried my head under my pillow and wondered if you can dry-clean leather.

******

Fifteen minutes ago, I was standing in front of my closet, pondering the age-old question, ‘what does a trendy vampire with a soul wear to a tryst with an extremely irritating vampire and his human lover?’

I decided on sweat pants and boxers. Didn’t know what Calvin Klein would have put together, but if I’d really wanted to know, I’d have had to ask Cordelia.

Now, of course, I'm standing outside their door trying to decide if I even want to knock or if I want to slink off into the sewers and hide for a couple of days, claiming ‘Cordelia called, vision hit, what could I do?’ Which wouldn’t prevent them from laughing at me, but it would allow me to save face.

However, before I can persuade my legs to start walking, the door is flung open and Spike, in all his naked glory, is calling over his shoulder, “See, toldja we’d have to drag him in here!”

Elle is lying on the bed, taking one last drag from her cigarette, ashtray balanced precariously on her stomach. Now, I’ve seen naked women before. Lots of naked women. Yet, when she rolls to her feet, casually depositing the ashtray on a dresser, I can’t take my eyes off of her. She is not Playboy-airbrushed perfect by any means, but she is completely comfortable walking around in her skin.

I can see a softness to her stomach that beckons me. Suddenly, the only thing in the world I want to do is go to her, kneel down and rest my head on that tiny bulge, perhaps tasting her skin now and then with my tongue. So, of course, I just stand in the doorway like a big doofus.

“Leave him alone, Spike.” She is backlit now, features completely in shadow. For a second, she has moved beyond herself, into Woman standing before me. Eve before the Fall. Thinking of the company she keeps, however, perhaps Lilith fits the scenario better.

“Why?” Spike saunters over to their bed and sits on the edge, fumbling underneath for something. He gives a grunt of satisfaction and pulls out a rather large club. I feel my eyes wanting to roll. Subtle, that’s Spike.

He smirks in my direction. “Don’t get any ideas. This is insurance.”

“Insurance?” Once again, I’ve taken a trip into Spike-land without a map. Or a phrase book. I used to have an Italian phrase book around somewhere, handy for grocery shopping, back in the day. Darla used to love Italians.

“You know.” At my, no doubt baffled, look, he rolls his eyes and snaps out “IncaseAngelusshowsup!”

“Oh. OH.” I mentally smack myself in the head and half-turn to go … somewhere. Somewhere not here. But before I can make my feet start walking, she is very, very close to me. And then her arms are around my neck, and my head is bending forward, and her lips are on mine.

Her tongue is doing interesting things inside my mouth and my brain gives up. She pulls back a bit, braces her hands on my shoulders, and jumps up. Now, my mother raised me to be polite, so I catch her.

I have a naked woman in my arms and her tongue is still doing those interesting things. I let my free hand roam up and down her smooth back, and she wriggles against me. This is going very well, so I let myself relax into the kiss, into the wriggling, into the –

Spike pantses me.

Sweats and boxers are now down around my ankles. I may have to put holy water in his peroxide later. Some body parts don’t think this is such a bad thing, though, as my cock is now draining every bit of blood out of my body and doing a little happy dance of its own.

The parts of my brain that do the higher level navigating now have no blood supply at all and I have no idea how I’m going to move from this spot. Of course, I could just stay here until somebody gets tired of what’s happening and makes me move; but it’s not gonna be me. I like it here. It's soft and warm and – sunlight bad, girl pretty. You learn some interesting things when you lurk around in the shadows, making sure that your one-time lover doesn't fall into the large, gaping hole that used to be her high school.

She shifts around a bit and shimmies her hips and I am inside her. Oh. My. God. Can vampires be turned to pillars of salt? I honestly don't think I can move at all until I feel a shoulder digging into my lower back and a string of curses hits my ears.

"Bloody hell, Angel, you have been sucking back the pig's blood, haven't you? Will you move your bloody great arse please?"

What with Spike pushing and Elle making little encouraging moans, I finally stumble over to the bed. Of course, once I'm there I have no idea what to do next. Fall down? No, that would probably squash Elle. Turn around and fall down? Okay, that has some possibilities, except that I can't seem to turn. Stand here until Spike gets brassed off enough to hit me with his club? That could work, except, ow.

Elle decides this little stalemate for me by lifting herself up and letting go to fall loosely onto the bed. Just for a split second, she could be any one of a thousand of my victims, sprawled, limbs lax in death. Then she opens her eyes and spreads her legs apart. She is beautiful and I can't move, can't go to her. I don't deserve her, don't deserve this.

She takes my hand in hers and pulls gently. My knees catch on the edge of the bed and I bend awkwardly over her, feet still on the floor. I can hear her chuckle low in her throat.

"Angel. This works better if there's actual body contact, you realize."

I realize I’ve never heard laughter that wasn't scornful during sex before. Darla was terribly serious about the whole business – so serious that any misstep usually brought out her fishwife side. Her laughter could flay my skin and shrivel any desire. There was never any time for laughing with Buffy and she was too young to realize that mistakes leading to laughter can be joyous, not mocking.

But Elle's chuckle moves over my skin, leaving goose bumps in its wake. I smile back, and lever myself onto the bed, kicking my clothes off as I go. This is much better, more touching, more skin, more everything. The bed dips to one side of us, and one part of my mind notes that Spike has joined us. Do I care? No.

I slide my hands up her sides and revel in the feel of satiny smooth woman-skin again. Soft curves mold themselves to my hands and I close my eyes just for a second. She wraps her legs around mine, urging me gently towards her. Her hands knot themselves behind my neck and she draws me in for another kiss. My tongue slides into her warm mouth, mimicking what I am holding myself back from.

Oh, this is everything I’ve been missing for so long. I can't make myself wait any more and thrust into her. She grunts just a little before we find a rhythm that threatens to make my brain implode. I am moaning and gasping out incoherent words and phrases and oh so close to coming. I can feel everything beginning when cool lips ghost over my cheek and I freeze.

This was not in the bargain.

He pulls back, a flicker of hurt in his eyes before his trademark smirk slides back into place, and he says, "Can't blame a guy for trying. Wanted to see if you'd changed your mind, I guess."

I’d never wanted him when we were a family. Well, not that I’d ever admitted. Out loud.

So I throw caution and all boundaries to the winds and manage to lean towards him without losing my balance or slipping out of Elle. I only have a split second to feel proud of this gymnastic feat before our lips touch and my hips have taken over whateverthehell this is turning out to be, twisting and thrusting, wanting to give Elle as much pleasure as I can before this is all over.

Spike is an incredibly good kisser.

A long, low moan from Elle and she bucks against me and I am going to come. Stars start exploding behind my eyelids, red, blue, green and I wrench my mouth away from Spike's, throw my head back and hiss her name to the ceiling. Perhaps to God, if I thought God was watching.

I have just enough strength left to fall to one side and bury my face in the curve of her shoulder. I feel a hand take mine and pull it across her belly. My arm rests on that softness and I feel Spike wrap my hand around his cock. He thrusts his hips several times and mutters something that might be my name before he comes.

Someone flips a blanket over the three of us and turns out the light. I cuddle into Elle's warmth and feel Spike doing the same on her other side. We link hands and rest them on her soft skin. There is enough warmth for all here and I am content.

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