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She lay in her bed, shaking in terror for a good hour before she could even begin to calm down. His words kept going through her head, "After everyone is gone, I'm
going to kill you last, bitch. I'm gonna stand over your broken, bloody, cum covered body and drive a stake so deep into your heart, you'll wish you were a vampire so
you could explode on contact. I'm going to make you hurt, little Willow. Why? Because of everything you did for me."

Tears spilled down her cheeks. Where had that nightmare come from? She knew he didn't feel that way, that she had done good....that she had pleased The Powers
That Be by releasing their warrior from hell after giving him his soul back. She had done good.

Spike was worried. He usually didn't worry about the humans he reluctantly worked with, but Willow was different. She was special. He had grown to have a certain
affection for the witch.

She sat at the research party lifelessly. She flipped through the pages of the book, her tear filled green eyes scanning the pages, only Spike knew she wasn't reading
the book. Fear rolled off her in waves. It was almost intoxicating, the smell of
her fear mixing with the unique vanilla smell he associated with Willow.
He had no idea what could terrify the woman so much, but it angered him. He wanted to lash out, kill whatever it was that scared her. While he was at it, he wanted
to rip the head off every single member of the Scooby Gang. Not one of them noticed Willow's demeanor.

Granted, they didn't have his capacity to smell her fear. But they should have been able to look at her bloodshot eyes framed in dark circles, her limp red hair, and her
collapsed posture on the couch and know something was wrong. Her movements were jerky and tense, like an animal being stalked by a predator.

Giles, of course, was caught up in his research. He missed a lot while in research mode. Xander and Anya had, as usual, been kissing pretty much all night and
didn't know anything else in the world. The Slayer had been complaining about her Soldier Boy Toy being gone.

Spike went to the tiny red head and touched her arm. "Red? Are you ok?"
She spun to him, her heart rate tripling, and her fear mounting to a height that made it difficult for Spike to reign in the demon. "Don't. Touch. Me! You are one of
them!" she cried.

"*Vampires*. You are evil. You want nothing but to torture us all. You want to make me hurt, along side *him*," she said, spitting out the last word with anger and fear.
"Him who?"
"Don't ask as if you don't know. I saw you beside him. You laughed as he hurt me." Her bottom lip started to quiver. "You laughed. You taunted me, you taunted their
dead bodies," she waved her hand to include the other people in the room who were now paying attention to Willow. "You eagerly drank after he ripped into their
bodies. All but the Slayer. He saved the Slayer for himself, enjoying hearing the thud of her dead body at his feet. And you laughed, overjoyed she was dead.
"And then me. You helped him break me, you drove the spikes into my body. You both bit me all over, and laid my bloody body on the ground."
A sob escaped and tears fell onto her cheeks. Her voice was became quieter, "You both jerked off, shooting all you were worth all over me, and I couldn't do a damn
thing! I just lay there and took it."
"Red, what the fuck are you talking about?" Spike scowled. He didn't like the way she was talking, suggesting he and his mystery companion would ever hurt her.
And in such a way he hadn't hurt someone in over a century.
"Don't pretend, William. I know what you are planning. I know the two of you are lurking in the shadows, watching...waiting. You've been coming to me in my dreams
every night for a week now, and I know that you two will hurt me. I know he's here." She looked around wildly. "YOU HEAR ME, YOU BASTARD!!! I KNOW YOU ARE
HERE!" she screamed. Her gaze turned back to Spike. "I hear him whisper to me, tell me all the wonderful things he and his beloved have planned for me."
Spike's body went numb. <Oh, shit. It can't be.>
Her voice dropped to a hiss. "You won't break me, no matter how hard you try. I won't let you, William. And I certainly won't let him."
She stood up. She looked around the room. "Don't trust anyone," she said to her friends, who were all but dead in her sleep deprived mind. Her gaze fell on Buffy.
"The ones you love are the ones who will destroy you." She walked out.
"What the hell was that?" a stunned Xander asked.
"Is...Willow ok?" Anya asked.
"What is she talking about, Giles?" Buffy asked, turning to her former Watcher.
"I...uh....I don't know."
"I know," Spike said softly. "I mean, I can't explain it, by a long shot, but I know what's happening. I know who is terrorizing her."
"Who?" Buffy asked. "I'm going to kill him. Right now."
"Not that simple, pet. It's Angelus."

Buffy sat down, her posture deflated. "Angelus?" she whispered, tears forming in her eyes.

Xander growled, "What do you mean, *Angelus*? Is he back, Spike? Are
you two really planning on killing us and torturing Willow?"

"No, of course not," Spike scowled. "If I were planning such a glorious
victory over you, do you think I would have the patience to sit around
and listen to the lot of you bloody blab about nothing all day?"

"Er...he has a point," Giles pointed out. "Spike's not the
most...patient enemy we've faced."

"Wait," Anya said, "I don't understand. She never said a name. How do
you know?"

"That's what is so frightening about this, pet," Spike said softly. He
liked Anya, she was blunt, AND she had a violent history, AND, due
to the loss of her powers, she understood why he was generally in
a bad mood. He just couldn't understand what she saw in Xander.

"Several things. What she was describing.... those were things Angelus
and I... would sometimes do. We DID terrorize people, you must
remember. But I brushed that off, assuming she'd read through the
Watcher's Journals. All of that is documented fact." He shrugged.
"Angelus liked having people know we visited.

"But it was the other things. She called me William. No one calls me
William, but Angelus. *Peaches* doesn't even call me William. And then
the clincher was when she said something about him and his beloved.
Bloody wanker would get off on that, referring to me as his beloved to
his victims. Lulling them with a sense that what we did together was out
of love for each other. Of course, in a way it was, but vampires just
don't go around spouting out love sonnets to their dinner." He sighed,
sitting back. "But he's not here. Angelus is not here. After the last time
he was here, I know what the difference is, in the way he feels. I would
almost bet that if we called his home, he'd be reading a book right
now."

Giles picked up the phone. "It's a bet I'm hoping you will win," he
murmured, dialing a number.

"Rupert!" Angel said, a small smile on his voice. "How are things in
Sunnydale?"

"Spike. How can Angelus get loose if I'm sitting right here talking to
you on the phone?"

"Bloody hell, Peaches, I don’t know! I just want to know why he's
terrorizing Red."

"She's having nightmares, Peaches. Things we used to do, we are doing
to her in her dreams. And she's saying things...."

"And she is saying that Angelus is whispering to her, telling her all
the things he and his beloved are going to do to her."

Angel hissed. "Shit. Spike, that's not good at all. No one but our
victims know about that."

"I know," Spike said quietly. "Peaches, what's happening to her? I
don't want Red to get hurt. I don't want to be the one hurting her."

"Maybe you should," Spike agreed. "I'll even call a truce till this is
all over."

"See you then." He hung up and turned to the worried humans. "Peaches
is coming."

Willow made it home safely. She ran upstairs, her body shaking in fear.
<How could I have done that? How could I have told William off? He
will kill me for sure now.> She crawled into bed. <Please, Goddess,
watch over me tonight, let me sleep peaceful.> She was out in moments,
her exhausted body finally giving up.

A hand shook her awake. She covered her face with her pillow. "Noooo,
I'm sleeping, don't make me get up..."

Willow's body froze. She pulled her head out from under the pillow and
looked at the person in her room. "A...Angel?"

Angelus laughed, sitting on the bed beside her, running his hand along
her side under her shirt. "Try again, precious. I'll give you three
guesses, and the first two don't count."

"You invited me, remember? Right before I left Sunnydale. When I came
to say goodbye. The soul tried to stop you, but you wouldn't listen.
You never listen, always doing what you think you should." He ran his
fingertips along her cheek. "Such trusting Willow," he murmured.

She looked at him, her head held high in pride, tears of pain in her
eyes. "Angelus. I know who you are." Rage filled her body. "You
are a sorry ass demon who has nothing better to do than try to break
some little girl. In her dreams, no less."

Angelus smirked. "My boy always told me you had a fire in you. I
knew that you did." He leaned down and kissed her hard, holding her
body to his.

She struggled, and finally jerked her head away, breathing hard. "Stop
it," she hissed. "I don't want you."

"Not yet, my little witch, but you will." He ran his fingers through
her hair softly. "You know what I love about my boy William? Hmm?
Aren't you interested to know?"

Willow closed her eyes, feeling him run his fingers through her hair.
She tried to ignore the tiny feelings of lust forming -- it was Angelus,
for goddess sake! But he was being so gentle....and it had been so
long.... "Mmm?" she whispered.

He gripped her hair and pulled it hard, making her look up at him.
Tears filled her shocked eyes. "He enjoys the pain as much as he enjoys
the pleasure. To him, it's all the same. I have him that conditioned."

He smirked as Willow rolled those words around in her head. Her eyes
widened as they finally made sense. "You are going to make me enjoy the
pain?" she whispered, tears falling down her cheeks from the tight grip
he had on her hair.

He released her hair and patted her head soothingly. "I was always
impressed with your smarts. That airhead of a Slayer would have never
gotten it."

Angelus laughed. "Couple of reasons. First, you put that blasted soul
back into my body. Second, I've always wanted to break your
innocence. Since the first moment I laid eyes on you. Why do you think
the soul never let you get too close? He was scared I would hurt you."

He brushed his fingertips along her neck. "And I wanted to, that night
in the hallway at the school. I wanted to take you away from all of
them and break that innocence."

He sniffed the air. "Of course, Dogboy took your most important
innocence, but that's ok. You are still innocent enough to be
virginal."

"Not tonight. Not enough to scar, anyway." He laughed. "Tonight, I
teach you what it is to enjoy pleasure and pain."

"Ahhh, I love your little Willownoises. So precious." He leaned down
and brushed his lips against hers.

He growled softly when she didn't respond. He could feel her trembling
beside him, it was all she could do not to. He smelled her arousal,
knowing that thus far, her body had betrayed her mind.

He slipped his hand under her shirt, softly running his fingertips along
her stomach. She gasped. "Good Willow," he whispered against her lips
before plunging his tongue into her mouth.

She gripped his shoulders and kissed him back, with the desperation of a
woman who wanted to live. However, it didn't take long for the
desperation to be replaced with something else....a need to be next to
him, a hunger for him to please her.

It wasn't long before she was responding with a passion Angelus was
unaware she owned, but thankful that she did.

Willow moaned. "Angelus...please," she begged.

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He grinned down at her, thrusting in and out of her body agonizingly

slow. "Please what, Willow?" he asked softly.

Willow's head swam. She was so confused, humiliated, but also turned on more than she'd ever been in her life. Angelus, by all intents and purposes,

was forcing himself on her. She knew her rational mind did not want

Her body ached with passion and desire. She wanted him, wanted to beg

him to bring her to orgasm again and again.

As it was, he'd been ravaging her body for more hours than she could

comprehend. It could have been one, it could have been twelve. Her

body ached, but she wanted more. He had intertwined pleasure and pain

to the point where her mind could barely distinguish between the two.

She was finding she was enjoying the stinging of her flesh when his hand

would sharply come in contact with skin as much as she was the gentle

caresses he would bestow on her. She found her back arched for the pain

just as much as the pleasure.

"Please..." she whispered. "Please bite me..."

He smiled. This had been his greatest accomplishment of the night. He

had been biting her periodically all through the night, never taking

enough blood to harm her, but biting her hard enough to hurt. He would

accompany each bite with something pleasurable, thus conditioning her

mind to associate biting with pleasure, not pain. That would upset the

witch the most, that she enjoyed the dangerous bite of a vampire.

"I thought you would never ask," he purred, vamping. He licked her

jugular with a few long strokes, then sunk his fangs into her soft skin.

Willow could honestly say she'd never felt anything so pleasurable in

her whole life. Her mind screamed, "NO! HE WILL KILL YOU! DO NOT

ENJOY THIS!" However, her body disagreed, as it had been all night.

She arched into him, a long drawn out ragged moan escaping her bruised

lips. "Oh, goddess....Angelus..." She dug her fingernails into his

back, drawing blood.

He growled and started slamming into her, not caring about the

pain/pleasure lesson. At this point, he wanted to cum, and he wanted

her to cum with him. He grunted, knowing he was close. He reached

between them and roughly twisted her clit. "Cum for me, bitch," he

Willow's world exploded. She screamed out as her orgasm raced through

her exhausted body. She clenched to him, shuddering. He tensed

himself as he exploded inside of her, hissing in pleasure.

Willow laid back, completely spent. "I don't think I could move if I

Angelus rolled off of her, smirking. She smiled at him, her mind not

registering this was Angelus in her bed. "So, Willow," he said, running

his fingertips on her face, "how do you think the Slayer is going to

take it when she finds out her best friend fucked her worst enemy and

enjoyed it...even begging to be bit?"

A mortified look crossed Willow's face as his words registered. "Oh,

goddess..." she whispered, the humiliation of enjoying sex with him

Angelus leaned down and kissed her roughly. He glanced towards her

door. "Well, lover, I gotta run. It's been great. I'll be back

tomorrow night....wait patiently for me. I think I'll kill one of your

friends before I come over."

She turned away, tears filling her eyes. "I hate you, Angelus."

He leaned down and whispered in her ear, "Tis a fine line between hate

and love. Remember that, Willow."

Willow closed her eyes and started crying as she felt his cold body

She jumped suddenly, hearing the loud pounding on the door downstairs.

"Damn it," she hissed, getting up and dressing. "I just want to take a

hot bath and then sleep." She went downstairs and opened the door.

Willow stepped back and gasped. Angelus and Spike were standing there.

Buffy was in front of them, but Willow didn't notice the tiny blond.

"No," she whispered, "You've done enough tonight, Angelus, don't you

realize that? Let me be until tomorrow." She mentally cursed as her

body reacted to his tall brooding exterior, a wetness pooling in the

soft cotton panties she'd slipped on.

<Brooding?> she thought. <His whole manner is wrong...it's.....Angel.>

"Willow, what's going on here?" he asked. "What is....what is he doing

to you? I can...smell your arousal from here."

Willow paled, noticing Buffy standing there. "Buffy," she cried, "I'm

sooo sorry. Goddess, Buffy, I didn't want to, I didn't want to enjoy

it, but his touch..." A sob escaped her trembling body. "His touch was

"Angelus?" Spike asked.

"As it was rough...I can't....explain it...but..." She gulped. "I was

begging him to bite me, and he did, hard, and it hurt." She hugged

herself. "And it made me have an orgasm." Tears of shame rolled down

Buffy turned to glare at Angel. "Angel.." she said threateningly.

"What?" he asked. "I've been with you two all night."

Buffy frowned as she thought out that logic.

"But he...did that," Angel said softly. "He brings someone to pleasure

while sprinkling in enough pain for them to start getting off on the

Spike crossed his arms and grinned. "I sure enjoyed the bloody hell out

of it." He frowned. "Red, was this dream worse than the others?"

She frowned. "It wasn't a dream. This was real. He was here, in my

"Can we come in?" Buffy asked.

Willow nodded, knowing both the vampires had already been issued their

invitations. Buffy hugged her best friend tightly.

"Wait," Spike said, "you said he bit you. Where?"

"Everywhere," Willow said. "My neck the last time."

Buffy pulled at the collar of Willow's shirt. "No bites. It was a

"No," she said, "it was too real. He was here." She ran to the mirror

and gasped, seeing no bite marks. "No, he bit me," she sobbed. "I know

it. I wouldn't have dreamed that, I couldn't have dreamed something so

humiliating. Not on purpose. He's making me have those dreams, and it's

scaring me, Buffy, I don't even want to sleep anymore, I'm scared he

Angel sighed. Even though he, nor his demon, had anything to do with

this, he still felt responsible. "Willow, I am so sorry," he said

softly, rubbing her shoulders, knowing that his touch would probably

arouse her again. He was surprised when it didn't do anything for her.

Willow looked at Angel, then gazed out of the window that was behind him

and a little to the left. "I just....don't get it. It was so real....I

could swear it was reality." She squinted, staring out the window. A

small smile subconsciously graced her features as Angelus stepped out in

the light. Willow didn't understand how she was standing there with

Angel holding her shoulders, while Angelus was right outside the window.

Willow licked her lips, her eyes locked with his. This dangerous man

had control of her, mind and body. Somewhere in the deep recesses of

her mind, she thought, <I’ll be damned if I'll let him take my soul.>

Angel frowned, hearing her heart rate triple and smelling her fear

heighten. Underlining the scent was another scent: arousal. It was an

intoxicating scent, fear and arousal. It was one Angelus knew well.

His demon pushed forward and he stared at Willow. She was looking past

him, out the window. He spun around, growling. There was no one there.

By the way she was staring at the window, he knew that the bastard had

been there. "Now I'm pissed," he said.

She looked up at him and stepped back, fear overpowering the arousal.

"W...what?" she asked. "Whatever I did, Angelus, I'm so sorry..."

"No," he growled. "I'm angry because someone has done all of this to

you and made you suffer in ways that I excel in, and it wasn't even me

who did it. Someone is using an image of my demon to hurt you."

"What?" Willow asked.

"I'm not your fucking Angelus, I'm the *real* Angelus. And the real

Angelus hasn't been doing this to you."

"But I saw him...Out there. Just a minute ago. How is that possible?"

"I don't know, but my demon is right where it's supposed to be, where

it's always been, where it will always be. And he's not the one hurting

you, Willow. We’ve gotta find out what is happening to you."

"Oh goddess," Willow whispered, sobbing into Buffy's shoulder.

The next night, Willow slept peacefully for four hours. There must have

been something about knowing Angel was there at her side that calmed

her. He'd stayed dutifully by her bed, watching her. He would catch the

Willow woke up to a soft knocking on the door. "Angel?" she asked the

sleeping vampire gently. She smiled, not wanting to wake him up. She

felt refreshed, not so strung out. <Maybe I can make sense today.>

"Who is it?" she asked.

"Xander!" he said, his head popping in and grinning.

Willow giggled. "Xander, what are you doing here? It's three in the

He swaggered in, grinning from ear to ear. "I know, I'm a night owl,

you know." He sat on the bed next to her.

"All that sex you and Anya have has affected you."

He smirked. "Something like that." He took her hand into his own.

She frowned a little. "Xan, are you getting sick? Your skin is cold."

Xander grinned, evil flashing in his eyes. "Nope, just a different

lifestyle." He vamped.

Her eyes widened and she scrambled to get away from him, but he clamped

down on her wrist. She looked at Angel. "ANGEL!" she screamed.

"Mmm...Willow," Angel muttered, curling his legs into the chair.

"Scream all you want, beautiful. He won't hear you." Xander grinned.

"Mmm....dinner. Haven't been this hungry in...umm...forever." He

leaned over and sunk his fangs in her neck.

Willow started screaming. She screamed so much her throat hurt. She

could feel the blood leaving her body and she knew she was dying, but

she couldn't understand what was taking so long. This wasn't

pleasurable like Angelus had been, this was a new born childe and he was

Willow whimpered softly. "Please stop..." she begged.

"Yes, please do stop."

Xander pulled up and looked behind him. He grinned, Willow's blood

dripping from his mouth. "Sire, Brother," he said, greeting Angelus and

Spike. "I kept her alive as I promised."

"I told you I would kill one of your friends tonight," Angelus said,

Willow looked at Angelus, then to the sleeping Angel on the other side

of her bed, then back to Angelus. She passed out.

Willow slowly swam back to consciousness. She felt hands on her stomach
and moaned softly. The hands were colder than normal, so she knew it
was probably Angelus.Her eyes flew open when she realized there were more than two hands on
her. There were a pair of hands on her stomach, a pair on her breasts,
and a pair between her thighs. She gasped, seeing Spike grin down at her. "Hello, pet. Ready for some
fun?"

She pushed herself up to a seated position, causing Spike's hands to
leave her body. He growled.

Xander was sitting on the bed at her side, one hand idly rubbing her
stomach. "Wills," he whined in a voice she was familiar with, "why
won't you enjoy this?"

"Xander, stop it!" she hissed, shoving his hand away. "I don't care if
you are a demon or not. You are...*were* my best friend, and I don't
want you molesting me."

A cold finger slowly ran up the cleft of her center. She gasped,
turning to face in front of her. Angelus was perched between her legs,
his fingers oh so achingly close... "Angelus..."

She gasped, realizing she was naked in front of the three vampires.
"NO!" she cried, pulling away from him and curling into a ball at the
head of her bed. She glanced over to see Angel was still asleep, no
idea that she was being terrorized again. "LEAVE ME ALONE!"

Angelus grabbed her shoulders and shook her. "Bitch, we haven't even
begun to play with you yet."

Angelus' eyebrow rose. "Not forever, Xander. There is much torture in
her future. You can, however, fuck the bitch if you want."

Xander turned, leering at Willow. "Good. I always wanted to know what
she was like in bed." He grabbed his former best friend and pushed her
down.

She struggled. "Xander, please, please don't do this to me. I can
handle Angelus...but you...you are my best friend!"

"Which makes this all the more perfect, Wills," he purred in her ear.
"Just relax. Let the Xand-Man make everything better." He ran his
fingertips down her side. "Just relax, Willow. You know I'd never hurt
you."

She closed her eyes and shook her head. "No.." A sob escaped her lips.
"I don't...don't want you like that."

"But you did at one time, Willow. You were in love with me for so many
years..."

Xander growled and his game face slipped on. His eyes were dangerous.
"Willow, shut up, or I will force you to shut up."

Willow stared up at him in horror. Her mouth clamped shut as her mind
began to race. She closed her eyes and began to imagine she was far
away from there, somewhere safe.

Her eyes flew open when she felt Xander slide into her. "Oh,
goddess...." she whispered, turning her head to the side. Tears filled
her eyes as she watched Angel sleep peacefully. <Please, Angel...wake
up...>

Angel's eyes flew open at the first whimper. He hasn't been asleep
long, that he knew. He glanced at his watch. <Three minutes,> he
thought. <I have been asleep for three minutes.>

He glanced over at the bed and gasped. Willow was lying on top of the
covers, twisting her pajama shirt in her hands. She was moaning softly,
her lips parted in ecstacy.

"Willow?" he asked softly, going to the bed. He sat down next to her,
running his fingers on her face. She was covered in a fine sheen of
sweat. "Willow, honey, wake up."

<She's dreaming about Xander? I didn't know she still had feelings for
him.> Angel sighed. He didn't want to wake Willow up in the middle of
an obviously good dream about Xander.

*-*-*-* Willow clutched to Angelus. All three of them had been with her, having
their way with her. None of them had been rough...but it was still
Angelus. He was the one she wanted, he was the one that made her cum
the hardest.

Willow exploded as he reached down and touched her core. Her back
arched. "Ooooh, goddess....Angelus..."

*-*-*-* Angel's eyes grew wide as Willow arched off the bed, her hand slipping
into her pajama bottoms. Her body started shaking violently as she
crashed into her orgasm. "Ooooh, goddess.....Angelus...."

She blinked at him with a look of confusion. "But...and you were....and
he was....then Spike....and Xander did.....Angel, why didn't you wake up
when I screamed for you? Xander bit me, he hurt me, and you wouldn't
wake up!"

She shook her head, denying it. "No," she said. "You were asleep for
hours. They were here....hours..."

"No, Willow. Three minutes. I've been sitting on your bed with you for
mabey half a minute. In that time you went from Xander, to Spike, then
Angelus."

"Xander's still alive!" she cried, sitting up quickly. She grabbed the
phone and dialed his number.

Xander laughed softly. "Wills, have you had coffee? Or did you get a
blow to the head or something? Me? A vampire? I don't think so."

"Xan...Xander...you were...and..." She sobbed. 'You were there and you
hurt me..."

A chill ran through Willow and her sobs quieted. When she spoke, her
voice was soft, but full of pain. "That's what the Vamp you said after
you savagely bit me and before you forced me to have sex with you."

Xander's heart stopped. "Oh my god," he whispered. "Willow, what is
happening to you?"

"Go. Away."

Rupert Giles stepped back at the venom in Willow's voice. He knew of
the nightmares the girl was having, and rushed over as soon as Angel
called. He didn't care that it was almost four in the morning. He had
arrived and been let in by Angel, rushing immediately to Willow's side.
The girl had looked at him with such haunted dark green eyes and hissed
at him to leave.

Giles turned his head when he felt a hand on his shoulder.
"Angel...what's happening to her?"

"Let's go talk," Angel motioned to the kitchen.

Giles glanced back at the girl, watching as Spike sat down beside her.
He could see the battle Willow was fighting, equally overjoyed and
repulsed by the simple motion of Spike pulling her into his arms. Giles
sighed angrily and followed Angel into the kitchen.

"What the bloody hell is going on here?"

Angel looked up at the former Watcher, seeing Ripper close to the
surface. "I don't know, Rupert, but we need to stop it."

Giles noticed the vampire was looking haggared himself. "Angel..."

Angel looked up at the ceiling as if he were comptemplating his words
before speaking. He looked back down, fixing his gaze on Giles. "He is
terrorizing her. Like he always does. And it's tearing me apart. I
can't do a damn thing about it. And the demon...even he's angry."

"Why?" Giles asked, returning to his normal calm self.

"Because," Angel growled, his eyes tinting yellow. "I'm terrorizing
her...bringing her the delicious pain she feels....but it's not me. I
am angry that someone is using *me* to hurt her." Angel slammed his
fist into the wooden table.

Giles swallowed hard, thanking god that the table was made of thick
oak. He stood his ground though.

"It's the first time in a hundred years that I actually agree with
something the soul believes, and it angers me." Angel closed his yellow
eyes and mentally calmed himself down. When they reopened, they were
the same chocolate brown eyes Giles was used to. "I am angry that
someone is using my demon to terrorize her. She doesn't deserve that."

"Why did she push me away?"

"She is scared you will die if you get too close to her."

Giles frowned. "I don't understand," he admitted. "He's just in her
dreams, he can't hurt us in real life, can he?"

"No, not in ours. But her dreams are so real, they are reality to her."
Angel sighed. "Giles, he killed Xander in her dream. Brought him back.
They....hurt her....forced themselves..." Angel swallowed hard, letting
the sentence hang in the air.

"Oh dear god," Giles whispered.

*-*-*-*

Giles settled into Ira Rosenberg's recliner. He watched the emotions on
Willow's face as Spike held her, gently rubbing her back. She sat back
and watched Spike.

"What is it, luv?"

"Why are you being nice to me? In...there...in my other world...you
aren't. You are evil."

Spike glanced down. "There I'm who William the Bloody is."

"Yeah. So why are you defying your demon now, by being nice to me?"

"I don't know, pet. I can't explain it." Spike glanced up, catching
Angel's eye. The older vampire shrugged a millimeter. He turned back
to Willow. "Red, I..."

She pushed him away. "You aren't real. You just aren't real. You are
being too soft."

Spike's demon roared. "Listen, Pet," he said dangerously, "I am being
soft because I have to be. I cannot hurt you like I am in your dreams,
because of this bloody chip. Why are you trying to antagonize me?"

She looked up at him, tears in her eyes. "Spike, I'm so scared. I
don't know...what's happening to me. I can't....I just can't. I can't
do this anymore."

Spike opened his mouth to say something when the door opened. Buffy,
Riley, Anya, and Xander walked in. Both Buffy and Xander rushed to
Willow.

"Willow, I..." Buffy started.

"No," Willow shook her head. "Go away, Buffy."

Buffy frowned. "What?"

"Go away!"

"Willow, I'm trying to help..."

"You can't!" she screamed. "Don't you get it, Buffy? You can't kill
him! You couldn't then, and you can't now! GO AWAY!"

Buffy stepped back, tears in her eyes. Giles got up and went to his
Slayer, turning her to him. "Buffy..."

"Giles, I...I can't help her."

"I know," he murmured. "As much as it pains me to say this, let her
push you away for now. She is terrified that he will kill you in the
dream, as he did Xander. Angel thinks she feels that if she shows the
real world she doesn't want to be near you, then perhaps the demon will
leave the two of us alone in her dream world."

Buffy looked up at him, tears spilling on her cheeks. "Is she going to
be ok?"

"I don't know."

They turned back to Willow.

Willow looked Xander up and down. She stood up and touched his face.
Her eyes lit up momentarily, then she scowled. "You are warm."

Xander frowned. "Of course, I am, Wills."

"No, I mean, you are alive. Go away."

"Willow..."

"Xander, please," she said softly. "Just go. It's too much, seeing you
alive, knowing you will be dead soon."

Xander looked back at Giles. Giles nodded his head, motioning for
Xander to come to them. Xander reluctantly walked away from his best
friend and joined Buffy and Giles.

*-*-*-*

Willow slowly opened her eyes. She was staring at her ceiling. The way
she acted at the Scooby meeting bothered her, she hadn't wanted to be
angry with her friends, but she couldn't help it. She didn't want to
see them dead.

"Kitten..." a soft voice purred.

Willow looked over and saw Angelus standing there. She knew it was him,
how tall and proud he stood, the way his leather pants molded to his
body...

She sighed softly, a small smile gracing her features as she saw his
cock stir through the pants. She met his eyes. "What do you want from
me?"

He grinned, sitting on the bed next to her. "Your pain," he replied,
running his fingers through her hair.

<This is only a dream,> Willow thought. <This is not real.> She turned
her head into his hand, kissing his wrist. "Angelus," she said softly,
turning back to look at him, "where are your pets?"

"William and Xander?" He shrugged. "Don't know. Terrorizing the
Slayer, killing some humans, fucking each other...I don't know."

A heat ran through Willow as she pictured Spike slamming into Xander,
both in game face, both growling as they came.

Angelus laughed ruefully. "I see my little innocent Red likes the idea
of my two childer together."

She smiled sweetly at him. "Perhaps." She pulled away from him and
leaned against the headboard. "So what's your plan? When are you going
to do it?"

"Do what?" Angelus asked, licking his lips.

"Turn me."

*-*-*-*

It was time. She had thrown her head back in ecstasy. Her neck was so
inviting, so pleasing.....begging to be bitten.

Angelus ran his tongue over his teeth, enjoying the slight pain from the
fangs. He leaned into Willow and as he slammed his cock into her tight
sex, he sank his fangs in her neck.

She screamed in sheer pleasure, drawing blood on his back with her
fingernails. He growled, eagerly drinking the sweet ambrosia that was
Willow's life.

It thrilled her. The way her heart was racing to keep up with the
amount of blood she was loosing, the feel of her life leaving her body.
It was unlike anything she'd ever felt. She cried out softly as she
came, her eyes drooping in sleepyness. "Angelus..." she whispered.

He pulled away from her, knowing her life was on the edge. Either way,
Willow was going to die. All he had to do now was decide if she were
going to wake up again or not.

He bit into his wrist and pressed it against her mouth. She eagerly
drank from him, knowing that when she awoke again, she would have the
demon in her. She smiled against his wrist, knowing she'd be Angelus'
greatest childe.

Darkness sourrounded her as she surrendered to her fate.

*-*-*-*

Willow's eyes flew open as she took a ragged breath. She felt as if her
lungs were going to explode. She laid still, waiting.

When nothing happened, the red head sat up and looked around.
Everything was the same in her room, nothing was out of place. "Time
for some fun," she purred.

She got up and went to her closet, dropping to her knees. She dug
through the clothes on the floor, only stopping when she found what she
needed.

"Thanks, Peaches," Spike murmured, taking the mug of warm blood from his
sire.

"Sure," Angel said, sitting down next to Spike. He picked up the remote
and started flipping through the channels.

Spike watched as the flickering light changed from scene to scene.
"What are we going to do now?"

"I don't know," Angel said. "I don't know how much more of this she can
stand."

Spike glanced at his sire. "I don't know how much more *you* can bloody
stand. You are an emotional wreck."

Angel turned his gaze on his much calmer childe. "Yeah," he said,
rubbing his face. "I guess that's the beauty of you not having a soul.
You don't have to deal with this."

"Oooh," Spike chuckled, "don't think that it's not affecting me too.
I'm watching her deteriorate, just like I've seen so many girls in the
past.... my demon is screaming to help, but I can't. Bloody chip."

"And if you had the chip out?" Angel asked softly.

Spike laughed ruefully. "We wouldn't be sitting here on this couch
together. You would have already staked me a long time ago."

Angel covered his face with his hands. "I don't know what to do
anymore, Spike. I don't know what's happening to her."

Spike laughed softly, rubbing Angel's neck. "This is almost funny, if
you think about it."

Angel glared at his childe. "In what way?"

"You are the one breaking down, and I'm comforting you. A hundred years
ago it would have been the exact opposite... I was the one breaking down
and you were comforting me."

"That wasn't me and you a hundred years ago, Spike, that was Angelus and
William." A small smile graced Angel's face. "Angelus with his two
loves.... killing and loving William. And William, one who was so new,
so scared, so in love with his sire..." Angel pushed Spike's hand away.
"We are completely different now, because of this damn soul. *I*
fucking have the soul, and I can't even perform the most basic of
vampiric rituals. And because of the soul pushing me away, you had to
live on your own, harden your heart.

"A powerful somewhat passionate sire is now on a search for redemption
for all the crimes he's performed against humanity. An adoring boy, so
completely devoted to his sire, is now a tough cruel-hearted Master
Vampire." Angel chuckled. "Who calls his once loving sire Peaches, no
less."

"Angelus..."

Angel turned to Spike. "Yeah?"

"Did you ever love me? Really? I know that you loved Darla, and I know
you loved Dru. But did you love me?"

A small smile graced Angel's features. "More than you ever knew. More
than I could ever tell you."

Tears filled Spike's blue eyes. He turned away from Angel. "I have
*got* to get this bloody chip out. I have got to kill something."

Angel sat back, his hands behind his head. <He's turned out to have
Angelus' best quality. He doesn't want to talk about it when it comes
up.>

"Angelus...William. You waited up for me," a soft voice purred behind
them.

The two vampires turned and gasped. Willow was at the foot of the
stairs, dressed in the leather outfit Angel remembered from Halloween.
"Oh, god. He sired her."

Spike frowned. "What do you mean? She's got a heartbeat, Peaches, I
can hear it."

"But she's so lost in her dreamworld, she doesn't know that."

"So Red thinks she's a vampire?"

Willow's laughter filled the living room. She walked towards them with
a confidence the men had never seen before. "I know I'm still human,
but that won't be the case for long," she purred, running her fingertips
along Angel's cheek.

"What the bloody hell are you talking about?" Spike asked.

"I'm not going to change you, Willow," Angel said softly.

"No, *you* won't," she said, straddling his lap. "But Angelus will."

"Willow...I..."

Willow ran her fingers along the bridge of his nose, between his eyes.
"I want the ridges, Angelus. I want my demon to come out."

The demon bucked against the soul, wanting to push forward for the red
head. His soul fought a loosing battle, for he was too exhausted to
fight.

Willow squealed when Angel vamped. "Angelus... finally... it's you, and
you are real."

Angelus grabbed Willow's hips. "Yeah," he growled, "but the blasted soul
will push back through soon."

Willow laughed. "Guess I don't have much time then. Spike, get off the
couch."

"What?" Spike asked. "What the bloody hell is going on, Red? Are you
loosing your mind?"

Both of them turned to Spike with angry eyes. "Get. Off. The. Couch."

Spike grumbled and got up, throwing himself into the recliner. His eyes
widened as soon as he realized what was going on. His Sire and Red were
about to have sex! They were getting rid of the soul!

"Wait, I don't think this is such a good idea..." Spike said, even
though his demon was pushing forward to bask in the glow of knowing his
sire was coming back to him.

Willow looked at him. "Don't worry, William. Once the soul is gone,
Angelus will let me join your family, and then we will find a way to get
rid of the chip." Her lips turned up into a smile. "And then we will
have Slayer blood on our hands."

Spike paced back and forth in Willow's living room. Angel <Correction,
he's Angelus now.> and Willow were upstairs in her bedroom. Spike had
known the minute her heart stopped. A small part of him glanced to the
ceiling and prayed to a God he didn't believe in, asking him to take
care of Willow's innocent soul.

He knew that Willow would be different when she awoke. She wouldn't
have that innocence anymore. He was going to miss that.

As soon as Angel's soul was gone, the two got up and went upstairs
without saying a word to Spike. Angelus had thrown his childe a glance
before ascending the steps. Spike didn't know what the glance was, but
knew there was an underlining threat there.

Spike stopped, looking up at his Sire. His true Sire. "Yeah, who the
bloody hell cares?" he grumbled.

Angelus moved stealthily across the carpet, grabbing Spike's chin
painfully. "You don't seem very happy at the turn of events."

"How am I supposed to feel then? Please enlighten me, since you are the
one who had the soul for a bloody century."

Spike pulled out of Angelus' grasp. "My bloody name is Spike, and I'd
appreciate it if you would call me that."

Angelus laughed, turning away from Spike to throw himself on the couch.
"I should have known that you would still remain the stubborn bastard
you've become."

Spike laughed bitterly. "What did you except? For me to run lovingly
to your side, drop to my feet, and worship you like William used to? I
haven't been William for a hundred years."

Angelus glared at Spike. "I don't know what I excepted from you, Spike.
I don't expect your adoration, because I know that you aren't my
William."

Spike turned away from Angelus, tears filling his eyes. <You aren't my
William,> kept repeating itself in his mind.

Angelus went to Spike, grabbing his shoulders. He spun the blond
around. His face was inches from Spike's. "You aren't my William," he
repeated. "But you are Spike, and there's a lot about Spike that I
like."

"Huh?" <Yeah, way to bloody go, Spike. Sound real intellegent for your
Sire, why don't you?>

"I lost you once, Spike. I'm not loosing you again. Besides, I think
that Willow likes having you around. She's very adament about finding
out how to remove the chip." Angelus' fingers brushed against
Spike's temples. "I am too, I miss hunting with you."

Spike laughed, tears spilling on his cheeks. "Yes, but is our hunting
going to end up in the traditional buggering that it usually does?"

"No, my childe, I'm way past that point. I just want to break her neck
and move on. I'm intrigued by this turning Xander angle though..."

"Sorry, we aren't home right now, leave a message and we will call you
back!" BEEP.

Angelus grabbed the phone. "Hey, Buff, it's me, I'm sorry," he said,
doing his best imitation of Angel.

"Upstairs, with Willow. We unhooked the phone in her room. She was
sobbing, he turned her, and they were going to kill you. She's a
wreck."

"No, Buffy, Spike's getting her calm again, I think. She needs her
sleep. Besides, she will just push you away again. Spike and I have
everything under control."

"I will, Buffy. I'll see if Willow wants to talk to you too, when she
wakes up."

Willow studied her spell book. She had been curiously quiet since
waking up. Spike watched her, trying to figure out what was going on in
that head of hers.

"Yes, I think so." She chewed her bottom lip. "Here, Angelus, look at
this. I have the ingredients upstairs."

Spike grumbled to himself. "This better not make me end up loving the
Slayer again. I'm still not happy with you, Red, because of that other
spell."

Willow's eyes flashed yellow. "Don't piss me off, William, or I won't
do the spell."

"You'll do the spell, Red, just don't bloody fuck it up. And stop
calling me William."

Willow got ready to say something when Angelus silenced her. "Children,
stop fighting. I think this will work. Willow, go get your supplies."

"Yes, daddy," she purred, walking past him. She stopped briefly to drop
a kiss on his lips, then went upstairs.

Spike grinned as the lifeless body dropped to the ground. "That was....
well, for lack of a better word, bloody good!" He turned, smiling at
Angelus and Willow. He grabbed Willow and kissed her hard. "Thank you,
pet, I needed that."

Willow chuckled. "Now our family is almost complete. I want Xander,
then we kill the Slayer."

Willow laughed. "I like the idea that Buffy feels guilty because she
couldn't save either of her best friends."

Xander turned over and stared at the door, wondering whom in the hell would
be at his door at three o'clock in the morning. He knew it wasn't Anya; she
'd left earlier that night.

Xander rushed to the door and flung it open. Willow was standing there
sobbing. "Oh, god! Come in!" he cried.

Xander frowned. He was confused by the sudden shift in her emotions.
"Willow, what's going on?"

Willow laughed, running her fingertip down Xander's cheek. "Nothing much,
just bored. I thought I would come and visit you."

Spike pushed the door open. "Hey, Chubs. Angelus and I have decided to
come pay you a visit." He smirked at him.

Xander gulped. He could tell both male vampires were different, and were
very dangerous. <Oh, god, I'm going to die tonight.> He looked up at
Angelus and knew right away that the soul was gone. "Oh, god," he said
softly. "Deadboy, she fucked the soul out of you."

Willow wrapped her arms around Xander from behind. "I fucked the soul out
of him right before he sired me," she whispered in his ear. She licked his
neck.

"I'd rather sire you," she chuckled. She pushed away from him and walked
to the two vampires. She leaned against the older one. "The choice is
yours."

"Wills, you are my best friend in the whole world. I can't.when we were
little; I promised you that I would protect you forever. I can't protect
you if I'm dead."

Willow purred. "As much as I'd like to be the one siring you, I can't. You
will be much stronger with Angelus' blood running through your veins."

Angelus grinned, advancing on Xander. The human started backing up slowly,
until the back of his legs hit his bed. He sat down heavily. "W...Will it
hurt?"

Angelus laughed manically at the human. "Personally, I like the screams."
He grabbed Xander's shirtfront and pulled him up. He sunk his fangs in the
neck of the frightened boy.

Willow shuddered softly when Xander screamed. She pressed her body against
Spike, kissing him teasingly. "That truly is the most delicious sound." she
purred.

Xander's eyes flew open. "Oh, god. I had the most wicked dream." He
blinked a couple of times at Willow, who was sitting on his bed filing her
nails. "Willow."

"I was in this black.void. It was very lonely, but oddly comforting. I
felt as if I was in a flux, if you will. I could feel something pulling at
me, away from the darkness. And then, when I thought that I was going to
follow whatever it was pulling at me, there was a bright flash of light, and
I was standing there with myself, vamped out. 'Xander, you are mine for
eternity,' he said. And then we merged."

"How convenient. We brought take out," Angelus said from the corner. He
moved aside. Xander's eyes widened and his mouth started to water at the
young frightened girl sitting there tied to his chair.

Xander launched out of the bed with a roar. The girl went pale with fear,
terrified of this thing coming towards her. Xander stalked her, teasing.
He slipped into his game face and licked his lips. "Oh, the fear is
intoxicating."

Angelus stepped to his newest childe, wrapping his arm around Xander's
shoulders. The two of them were standing in front of the human girl, who
was crying now. "It is, isn't it?" Angelus whispered in Xander's ear.

Xander felt a thrill go through his body at being so close to his Sire.
"Sire," he said softly, closing his eyes.

Angelus' voice caressed Xander's ear. "The blood is so much sweeter when it
's filled with fear."

Xander turned back to the girl and dropped on his knees in front of her.
He caressed her cheek softly. "Beautiful girl. You must be new to
Sunnydale. Anyone who's lived here for a while knows not to go out alone at
night. I know you are scared, but you needn't be. You'll be dead within
three minutes." He licked his lips, avoiding the fangs. "Dinner time." He
leaned up and sunk his fangs into her neck.

She screamed through her gag, struggling to get away from him. Her
struggles were useless, however. Eventually the girl just accepted her fate
and relaxed, tears streaming down her face. It wasn't long before the girl'
s life was gone.

Xander stood up and turned around, blood dripping from his chin. "Willow,"
he growled. "That was fantastic.I feel.so alive!" He started moving his
body, cracking joints, basically getting a feel for the new strength he had.
His eyes fell on the demon in his best friend's body. "Life just got fun."

"No, not Angel, that would imply vampire with a soul. Angelus. The
vampire without the soul."

"Why.are you telling me this, Xander?" <Stupid fear, I can't believe I'm
scared of Xander. But then he is an evil bloodsucking demon now. I guess I
have every right.>

"Two reasons, Anya." He smiled, pacing back and forth in front of the
girlfriend of his human self. "First one, I want you to tell Buffy that
tomorrow night, she dies. And second, I want you to leave Sunnydale. Run
as fast as you can and get as far away as possible."

"Because I have a certain amount of respect for you. You were, after all,
a vengeance demon for so long. But if you stay here, I will kill you.
Simple as that."

Anya stepped back. "Ok, Xander." She was angry with Angelus for taking
her love away, but she was glad she was given the opportunity to escape.
"Well.have a good life."

Anya finally caught up to Buffy the next day. She walked into Giles'
apartment, a sad look on her face.

Buffy and Riley glanced up, completely oblivious to the fact that no one
else was that at the meeting. "Anya?" Buffy asked, recognizing the
puffiness of Anya's face. The girl had been crying. A lot. "Did Xander
break up with you?"

"In a way, yea," she said softly. She sat down on the couch. "I'm leaving
today. I'm moving away from Sunnydale."

"Certainly Xander's not worth all *that*.we really could still use your
help!" Riley said.

Anya laughed bitterly. "No, after tonight, it doesn't matter. Buffy will
be dead."

"No, Buffy, I don't think you are going to win this one. It's Angelus and
his family."

" *Angelus*?" Riley asked. "And his family? Exactly who are we talking
about here?"

"Spike, Willow, and Xander. They are all vampires," Anya said softly.
"Xander told me to leave town and to tell you, Buffy, that you were dying
tonight."

"He's.back?" Buffy asked softly. "And he got Willow and Xander?" She
paled. "Oh, god.Giles. what do I do?"

Giles swallowed heavily. He looked down, tears filling his eyes. Every
fiber in his being was screaming, <RUN, BUFFY! JUST LEAVE!! >, But Giles
knew that he couldn't do that. "You. you have to meet him. You are the
Slayer, it is your duty." He looked up at her. "You might want to spend
the day with your mother, Buffy. Take Riley and go spend some time with
your mom."

"Yea," Buffy said softly. She stood up. She took a deep breath. "Giles."
she said, clasping his shoulder, "I'll see you tomorrow. I'm the best
Slayer there ever was, and I will make it through tonight."

Buffy glanced at Riley, then turned back to Angelus. "He's *not* my toy.
He's the love of my life. He gives me everything you never could."

Buffy looked at Willow and Xander. Willow was wrapped in Xander's arms, and
both were casually leaning against a tree, watching. Angelus had decided it
would be he that would kill the Slayer, much to Willow's dismay. However,
as he was her sire, she complied.

"Guys," Buffy whined, "come on, I know a little bit of my friends have got
to be in there.. come back with me, we will give you a soul. It's not too
late."

Willow laughed. "A soul? You think I want a soul, Slayer? I don't think
that'll be happening. Xander, baby, do you want a soul?"

Angelus chuckled. "Red, you and Xander can have Riley. I'm taking out the
Slayer. Spike.I need you to."

Spike grinned at his sire, knowing that he wanted him for backup, but didn't
want to say it out loud in front of everyone. He took out a cigarette. "I'
m gonna stand here and smoke." He lit it.

Willow and Xander pounced on Riley. His screams echoed through the
cemetery. Just as Buffy was about to jump in the fray and rescue her lover,
Angelus slammed into her, throwing her against a crypt.

She struggled against him. "You can't kill me. You couldn't two years ago,
and you can't now."

"Guess what, Slayer. The difference between me now and me two years ago is
that two years ago, I obsessed over you." He squeezed her throat. "I
wanted you to suffer, I wanted it to be long and drawn out and I wanted you
to ache with the knowledge that the man that you loved was doing this."
Buffy struggled against him, but he was much stronger than she was. "Now, I
just want you dead." He pulled her away from the crypt and threw her down.

Buffy's mind was racing. She was trying to decide the easiest way to defeat
Angelus, but it didn't look like that was going to happen. Glancing over,
she saw Willow and Xander watching her, chuckling over Riley's body. Blood
was smeared on both of their faces. She tried to hold back a sob. Her two
best friends since she'd been in Sunnydale were vampires, and her boyfriend
was dead. Her ex-boyfriend was trying to kill her. Anya had left, and she
had no idea where Giles was.

She was alone. For the first time since coming to Sunnydale, other than the
time she'd ran away after sending Angel to hell, Buffy was alone. "I won't
give up!" she screamed through her sobs.

"The poor Slayer is crying," Spike mocked. "I think you should kill her and
get it over with. She's given me nothing but a hard time the last year when
I had that damn chip in my head."

"Oh, so that's one more thing against you," Angelus grinned, stalking Buffy.
"You have treated my mate and her best friend like shit for the last five
years, you treated my childe like shit because he couldn't defend himself
against you, and even though I hate that bastard Angel, you rubbed it in his
face that you had a new boyfriend..someone you could trust." Angelus
laughed. "Guess what, Buff, dear. Your trusting lover isn't ever coming
home again. And you, dear, aren't either."

Buffy jumped up, but Angelus slammed into her, knocking her to the ground.
He ripped into her neck, drinking the struggling woman's blood. He ravaged
her neck, ripping into it with a gurgle from the fighting Slayer.

After her body quieted, he sat up, looking down at the lifeless eyes of his
former lover. "You were nothing but a self centered spoiled bitch. You may
have been the Slayer, but it was your friends that kept you alive." He got
up and went to Willow, pulling her up roughly. He kissed her violently,
sharing the taste of the Slayer's blood with her.

"Slayer didn't put up much of a fight," Angelus grumbled, somewhat
disappointed that Buffy didn't seem to even show up to her death.

"She was fighting," Willow nodded, "as much as Buffy can fight against you,
Angelus."

Angelus looked around and smiled. He had his family, and he was complete.
"Come on, let's go to Europe. We haven't been there in such a long time."
He laughed. "I think that we could have a good time ravaging the people
there."

Angelus chuckled. "Come on. Europe awaits." The newly formed family
walked off with visions of bloodshed in their heads.