The early morning hours were a quiet, reflective time for Buffy. She loved to lay awake in bed, not making a sound, as she held Willow in her arms and thought about the changes that had recently come into her life. It sometimes made her head swim when she thought how fast things had really changed. Her relationship with Willow had seemed to grow deeper and stronger almost over night, although it had actually deepened this way over the years that they had known each other. Every time she had saved Willow, and vice versa, every time they had shared a secret or a shared hurt the bond had grown. It had just taken one night, and one spell, to make them both realize that they felt the exact same way for each other.

The thought of the child that was developing inside of her best friend and lover filled the Slayer with a feeling of such elation that she couldn't imagine being any happier. She knew that Willow would make a great Mom, there wasn't a doubt in her mind about that. What her place in this whole thing was, Buffy didn't quite know yet. She remembered the things her father had done with her when she was little. Taking her to the park. Buying her ice cream. Teaching her to ice skate. Buffy looked forward to showing her daughter all of these things, and so much more.

Buffy snuggled her face into Willow's hair as she thought, relishing the peace and quietness, and the soft curves of her lover. This was shattered by a sudden rap at their dorm room door.

Buffy opened one eye and sent a scorching look over at the door as if she could will the person away by the shear force of it. Instead, another rap sounded, followed by the sound of Xander's voice. "Hey Buff...Will...are you guys decent?"

"Not really", Buffy grumbled, before she cast a quick look at the clock on Willow's bedside table. "Eight o'clock. Just great Xander. I thought you slept in on Saturday mornings. Or watched cartoons or something." Being careful not to disturb her sleeping lover, Buffy eased out of bed and threw a bath robe on over her nakedness. She tip-toed over to the door and opened it a crack, seeing Xander staring back intently at her.

"Where's Will?" Xander asked crossly, trying to brush his way past the Slayer and into the room.

Buffy however, stood firm, not letting Xander through. "She's sleeping, Xander. We both were. It's eight o'clock in the morning. What are you doing here?"

"Well, I had a fight with my old man about Anya and...well actually, my mother found Anya and me having sex, but she walked in without even knocking. What did she expect? And then she threw Anya out of the house! So, I said, I should be able to have whoever I want in my own apartment, and then my dad said 'As long as you are under my roof', yadda, yadda, yadda. So I left, and I was wondering if I could stay here with you guys", Xander finished, staring pleadingly at the Slayer.

'This is so not my problem', Buffy thought to herself, her arms crossed over her chest as she looked Xander up and down. She was half tempted to slam the door in his face, but the pleading puppy eyed look finally broke through her defenses, and she sighed disgustedly at herself. "Well, you can't stay here, Xander. But, why don't you come in and cool off for a little while. Just keep it down, Willow's still asleep", Buffy said, opening the door for Xander to enter.

Xander smiled his thanks at Buffy, then stepped quietly into the room. He saw Willow sleeping in her bed. She was laying on her side, the covers tucked up under her chin, one arm was curled around her pillow. He sat down on Buffy's bed, which was already made, and asked if he could turn on the TV. It struck him odd that Buffy's bed was already made, while Buffy looked like she had just gotten out of it. He didn't think Buffy would have made her bed before answering the door, but anything was possible, he supposed.

"Sure. Just keep it down. I don't want Willow to wake up", Buffy said, going into her closet to get dressed.

Xander turned on the TV and quickly found some cartoons to take his mind off the argument he had with his parents. He was just getting into the cartoon, enjoying watching Speedy Gonzales race past the stupid cat with the cheese when he heard Willow giggling.

"Yeah...Speedy's always been my favorite", Xander agreed, looking over at Willow and smiling, before he noticed that Willow was still asleep. "Huh?" Xander said, confused. Buffy came out of the closet, fully dressed when she heard Xander talking to himself.

"Xander, shh", Buffy warned, glancing a look to Willow to see if she was still asleep.

"Does she do that often?" Xander asked, grinning a little. He found it amusing that Willow giggled in her sleep.

"What?" Buffy asked, unsure what he was talking about.

"Laugh in her sleep", Xander clarified.

"I've never heard her laugh", Buffy said, shooting a soft look at her lover. "She sometimes talks in her sleep, though."

Xander found it strange that he had never heard Willow talk in her sleep before. They had been best friends all their lives...but then they had never been room mates, either. On the few occasions where they had actually slept at each other's house when they were little, Willow had been silent as a mouse.

Buffy and Xander waited in silence for a few minutes to see if Willow would laugh again, but when several moments went by, they figured Willow had stopped for the time being. Xander turned his attention back to the cartoons, and Buffy went over to her mirror to brush her hair. That was when they heard Willow giggle again.

"Buffy", Willow said, giggling in her sleep, unaware of the curiosity it was striking in Xander.

Buffy blushed as Xander looked from Willow to Buffy then back again. Buffy shrugged, pretending nonchalance as she tried to get Xander's attention back to the television.

They sat in an uncomfortable silence for a few seconds, before Willow's tattling mouth got away from her again.

"Oh, Buffy", Willow moaned, and there was no denying what kind of moan it was.

Xander noticed the definitely sensual undertones in Willow's voice, and stared in shock at Buffy. Buffy blushed scarlet, before she met Xander's stare head on. "I'll bet you're wondering what's going on," Buffy said, watching Xander's head bobble in an affirmative gesture.

"Well, why don't you let me wake up Willow, and then we'll explain everything to you, okay?" Buffy asked. She didn't want to have to do this by herself, especially since it was Willow who had given everything away, without meaning to, of course.

Xander nodded again, the pieces starting to fit in his brain. The way Buffy's bed had already been made, when Buffy had clearly still been in bed when he had knocked on the door.

Buffy went over to Willow's bed and sat on it gently. Feeling self-conscious as she felt Xander's curious stare burning into her back, she prodded her lover with one hand. "Will, wake up", Buffy murmured, trying to wake her up as gently as possible.

Willow responded by giggling in her sleep and rolling onto her back. "Not the belly button", Willow said, still giggling. It was all Buffy could do not to start laughing at the absurdity of the situation. Feeling the grin taking it's place on her face, she was unable to resist leaning down and kissing Willow lightly on the cheek. She felt eyelashes flutter against her cheek, and nuzzled her nose against Willow's soft skin, forgetting for the moment Xander's presence.

"Mmm...Buffy?" Willow murmured sleepily, as she leaned her cheek into the nuzzle.

Buffy smiled at the sleepy tone, before she remembered the audience that was probably gawking at them at that moment. "Xander's here", Buffy whispered into her lover's ear, feeling her stiffen briefly.

Willow wondered fuzzily why Buffy was kissing her when Xander was probably watching, then decided it didn't really matter since he had to find out eventually.

They laid there like that for a little while, until Buffy sensed Xander's increasing awkwardness and urged Willow up into a sitting position then scooted in behind her and pulled her back to rest against her.

If Xander couldn't guess from evidence before what was going on between his two best friends, there wasn't any doubt in his mind now.

"You two umm...for lack of a better phrase...orgasm friends now?" Xander asked, taking in the positions his friends had chosen to sit in.

Buffy winced at the turn of phrase. "There's gotta be a better way to say that", Buffy muttered, feeling Willow's silent laughter shake her.

"So it's true then", Xander hedged, not quite sure how he felt about the whole thing. Upon seeing twin nods, he felt a wave of emotion go through him that left him feeling slightly nauseous. It was a strange combination of shock, betrayal, hurt and confusion that left him feeling out of place.

He had dreamed of being with Buffy all through high school, and although he had dated other girls, he was always left with a feeling that he was doing it more as a substitution for Buffy than as any real feeling he had for the girls. As for Willow, she was his best friend. She had been since they had played in the sand box together and although times had changed, and he had even swapped some smoochies with her, he still tended to see her as the twelve year old girl who had cried on his shoulder every time Cordelia Chase had put down her fashion sense.

He wondered how all of this had come about, when had things changed, and why he hadn't seen any of this coming. He felt as if the two of them were suddenly traveling on a road that he wasn't allowed on, and he had never felt more alone in his life.

"Oh", he said finally, trying hard not to let his emotions show.

Buffy and Willow waited for the news to sink in and Xander to come back from the place he disappeared to, before looking at each other and silently debating who was going to tell him the next bit of news. Willow hoped he took the news well. He sometimes had the tendency to overreact.

"There's more." Buffy said finally, rubbing Willow's stomach unconsciously where their joined hands had rested.

"More? How much more?" Xander asked, nervously, not sure how much more he could take.

Willow grinned at Xander in her own quiet way, while Buffy's grin was like that of a tiger pouncing on her prey. "How do you feel about being an uncle, Xander?" Buffy asked him, her chin resting lightly on the red head's shoulder. She watched in amusement as Xander's mouth dropped open in shock.

He opened and shut his mouth several times, looking like a fish out of water, as he tried to get words to form in his stir-fried brain. "HUH?!" Xander finally managed to say, rather loudly, feeling like all of his blood was rushing to his head. "Wh-What?! How?! I mean...you don't look pregnant...not that I expect you to look fat or anything...either of you...Not that there's anything wrong with that", Xander spluttered. He had somehow managed to rise to his feet, though he didn't know how, since his knees felt like jello.

"If you'll pause for breath for a second Xand, I'll be glad to tell you." Buffy said, humor tingeing her voice. Buffy related the story from beginning to end, then did it twice more before the light of comprehension filled Xander's eyes.

"I don't believe it", Xander finally muttered out loud, shaking his head in absolute refusal.

"I don't know how to make it any more clear for you Xander. You're just going to have to accept the fact that Willow and I are having a baby." Buffy sighed in frustration at her thick headed friend.

Xander shook his head, disbelief still prevalent on his face. The whole situation just seemed too ludicrous to him, even though he did live on top of a hellmouth. "I'm sorry...I just...can't. Maybe if I take a walk, clear my head." Xander said, right before he just about sprinted for the door.

"Xander!" Willow cried out, distressed at the abrupt departure of her best male pal.

"Shh," Buffy soothed, pulling Willow back into her embrace, "he'll be back. You know Xander, once he's had a chance to let everything sink in he'll come around."

"You think?" Willow asked, not sounding all too sure. "I've lost my parent's. I don't want to lose Xander too", she said, her lip quivering.

"He'll come back. Give him a few hours and he'll be all ready to be Uncle Xander", Buffy reassured her lover. "And while we wait..." Buffy said, her tone turning seductive as she started sniffing and nipping at her lover's neck. "Why don't you show me what you were dreaming about that got us in such trouble", Buffy teased, gently nudging them so they lay flat on the bed.

"Buffy..." Willow protested half-heartedly, already losing her will to fight as Buffy nipped down her neck and kissed the hollow of her throat, licking it teasingly. "Oh, what the heck." Willow shrugged off her concern and let her lover take care of her other needs.

True to Buffy's prediction, they heard a knock at their dorm room door a couple of hours later. When Buffy opened the door, a bathrobe firmly in place over her naked body, a very sheepish Xander stood in the doorway. He held something behind his back that he tried hard not to let Buffy see.

"Can I come in?" Xander asked, looking past Buffy to Willow who was still lying curled up under the covers in her bed. Buffy followed his look to Willow and arched an eyebrow, looking to her for guidance. Willow nodded and Buffy let Xander in. He walked directly over to Willow and handed her a giant, over-stuffed panda bear. "For the baby", Xander said sheepishly, awkwardly kicking the top of his sneaker into their plush carpet.

"Oooh Xander! A panda!" Willow exclaimed, hugging the giant bear, before sending Xander a bright grin. "Thank you", she said, sincerely.

Xander shrugged his shoulders uncomfortably. "It was the least I could do for the way I acted this morning. I was a jerk, and I wanted to make it up to you."

"Well, I'll tell you one way you can make it up to us", Buffy said, making her way to her lover's side and sitting down beside her. She smiled slyly at Willow, then stared into Xander's soulful brown eyes.

Seeing his chance to get back into their good graces, he jumped at the opportunity. "What? I'll do anything", Xander vowed, solemnly.

Blue eyes twinkled at him, as Buffy answered. "Help us move?"

Brown eyes went over the room quickly, before an unsure smile lit up Xander's face. "Sure." He gulped, wondering just how much work this was going to be.

Blue and green eyes met over a stuffed panda bear and smiled at each other.