To say that Elias hadn't been happy when he woke from his death induced 'nap' would be putting it mildly. He was furious. The little bitch had
gotten away from him *and* her boyfriend had killed him. Well tried to anyway. He was a little harder to kill than he looked.

It had taken him nearly two weeks to get back to full strength from the injuries the vampire had inflicted. For two weeks he had rested, thinking of
nothing but paying the little brunette bitch back for leaving him. Of paying the vampire back for 'killing' him. And, of course, for paying the little red
haired witch back for being the cause of the whole damn mess.

And now it was time. His lips pressed together in a thin smile as he felt the familiar jostle of the plane landing. Paris. He had been surprised to track
the humans all the way to Europe. No big deal though. It had been years since he saw Paris. His thoughts drifted to the terror he had caused an
entire household last time he had been in town. This trip was sure to surpass that. He smiled again.

It was good to be back.

* * *

Cordelia had gone to bed early, setting her alarm for the morning so that she could get in some good shopping before Angel woke up. Being back in
Paris was a thrill for her. She hadn't visited the city since before her parents had gotten into their financial troubles. And now she was back. Angel
had brought her to Paris!

Her thoughts turned to the dark haired vampire as she snuggled deeper under the soft blankets of her bed. She wished he was in bed with her,
cuddling her, holding her. He hadn't slept with her since that night in London. One night in his arms was enough to make her crave it every night
since.

The girl's breathing slowly deepened as sleep finally came to take her.

* * *

Elias stared , unseeing, out his hotel window. She was nearby. In this very hotel. He reached out his mind, searching for the thought patterns he
recognized as being her.

There! And she was asleep. The raven haired man smiled. His timing couldnt have been better. He closed his eyes, reaching into her sleeping mind.

* * *

Not again! The brunette screamed in soundless agony as once again her dreams became nightmares.

Her skin was starting to wither, shrink against her skin. She rubbed at it mindlessly, trying to smooth out the signs of aging. But they only
deepened. Blood welled up from sores she made as she continued to rub and scratch. But nothing was working.

She took a deep breath, her chest filling with pain as her lungs struggled to function. She gasped, still scrubbing at her skin with her hands. Pieces
of rotting flesh began to fall to the floor, falling beside thick chunks of brown hair.

Tears streamed down her face. It was really happening! She was dying. It wasn't just a dream. Her heart faltered, a momentary pain, and she
collapsed to the floor. Her mind screamed for her to wake up. But it felt too real. It couldn't be a dream. Couldn't be.

She felt her heart stop. Felt the precise moment when it stopped beating. She couldn't move, couldn't speak. She could still feel though. She felt
numb with horror as tiny legs scampered across her skin. This had been the worst part of Elias's brain torture.

She couldn't see them. But she knew they were there. Bugs, crawling over her skin. Devouring her body piece by bloody piece. She could feel
worms crawling between her hand, could feel every tiny bite from the beetles that gnawed incessantly on her skin.

In the deep recesses of her mind she fought to wake up. Pushing against the barrier sleep had created with the waking world she struggled to free
herself from this nightmare.

But it wouldn't end.

* * *

Elias felt his body shudder as he found yet another release. Violet eyes closed in satisfaction as the terror the brunette was feeling continued to
pour to him through their link. He wiped his sticky hand on the already moist bed covers.

He could picture in his mind's eye the way she looked right now. Rolling around in her bed, unable to break free of the visions he was forcing on her.
Her body covered in sweat, whimpering and screaming softly into the night. It excited him. But he was drained for the night - in more ways than
one.

Rolling over he mentally grasped the link he had forged between himself and the girl, breaking it in half. That was enough for one night. No need to
break her mind totally. He wanted to be right in front of her for that - wanted to watch her as she screamed. Wanted to feel her heart speed up
and her breathing quicken in absolute fear.

Most of all he wanted to see her face as he rode her, hard and fast. He wanted his face to be the last thing she saw as he killed her - and made all
her nightmares reality.

* * *

In another part of the hotel the brunette finally woke, gasping for breath, trying to remember the nightmare that had just woken her.

And then she remembered - and screamed.

* * *

"He's here." Cordelia insisted, wiping tears from her eyes. She looked up into the disbelieving faces of her friends. They didn't believe her.

"Delia, it was just a nightmare," Angel murmured, rubbing soothing circles on her back. Her terrified screams had shattered the quiet game of cards
he had been having with his childe and it had taken over an hour to get her to calm down enough to talk.

"No." Cordelia shook her head in frustration. "It wasn't just a nightmare. It was exactly like when he raped my mind a month ago." Her voice shook
with emotion. Frightened eyes stared at Angel, then Willow, then Spike. "He's *here*." Why wouldn't they believe her.

"Sweetie." The dark haired vampire pulled the girl into his arms. "I killed him - remember?"

Cordelia nodded. She remembered all too well watching Angel squeeze the man's neck until he stopped moving, she remembered hearing the crunch
as his bones broke when his body was thrown into the wall. In a way that haunted her as much as what he had done to her. "I remember, Angel."
She took a deep calming breath. "But believe me when I say these are *not* just nightmares."

"I'll do some research tomorrow, Delia," Willow smiled, coming to give the girl a brief hug. She felt sort of bad that they didn't know more about
Elias, about what he had been. They had brushed off his death too easily. She hoped Cordelia wouldn't pay for that foolishness. "I'm going to get
back to bed. You be ok?" She waited for the brunette to nod before dragging Spike out of the room with her.

"Angel..." Cordelia started. Her tears began to fall afresh. She was afraid to sleep again. This wasn't a nightmare, she knew that with every fiber in
her being. "Please, believe me. It wasn't *just* a nightmare."

The dark haired vampire sighed. He couldn't deny the conviction she was speaking with. Maybe it wasn't a nightmare. But how could Elias be alive?
He had thought for sure he had killed him. {Unless he wasn't human} The thought jolted him. He had assumed that the man had just been some
kind of human scum, nothing more than a frustrated man with a little bit of supernatural talent. What if he had been wrong? "It will be okay, Delia."

She looked up as strong arms encircled her, staring into the warm chocolate eyes she had come to know and love. "You believe me? That it wasn't
just a nightmare?"

She sounded so much like a lost child that he couldn't help but smile. Reaching up to brush a few strands of hair from her face he whispered, "I
believe you."

Cordelia let out a long sigh. He believed her. That was all that mattered. She could feel the soft touch of his fingers caressing her cheek, soothing
her. It was almost enough to make her forget about the nightmare.

She turned her head slightly, allowing his gently questing fingers to brush across her lips. The whisper of a touch tickled and she instinctively licked
her lips, her tongue flickering across his fingertips. She heard a small gasp of surprise and looked up to see his eyes darken with lust. Her stomach
flipped at the look of pure passion he was bestowing upon her.

Angel gave himself a mental shake. Only with a force of will did he pull his hand back from her face. He wanted her so badly, but he wanted, no
*needed*, to make sure their relationship was solid before taking it that far. His hand dropped to her silk covered leg, patting it gently. "I should
get some sleep..." He didn't want to leave, but couldn't trust himself to stay.

Cordelia saw the indecision in his eyes. "Angel, just stay." She took a deep breath, her next words cutting him off before he could say another
word. "I love you. Ok, so we're not ready to make love yet. It doesn't mean we can't sleep together. I *loved* waking up that one morning in your
arms. Feeling you hold me makes the nightmares and visions bearable." Her eyes were begging. "Please stay with me."

Faced with her soft words and begging voice, Angel couldn't help but give in. He had missed sleeping with her too. That one night had ruined him.
"Let me get ready for bed then."

* * *

Spike woke to an empty bed. He looked around the room, his eyes searching for Willow. The clock on the nightstand read 3am, where the hell was
she? Slipping a pair of sweatpants over his well muscled legs, the vampire made his way out to the living area of the suite.

"Red, what are you doing up?" Spike grumbled, coming up behind the girl. She jumped slightly, her heart speeding up with fear, before she noticed it
was only him.

"Couldn't sleep. Thought I'd do a little research on Elias. Emailed Giles, too, thought he could help out some." The red head turned in her chair
enough to wrap her arms around his waist, kissing his bare stomach.

Spike noticed the dark circles under her eyes and wondered how long she had been awake before he noticed she was missing. "Pet, you need to
sleep, there's nothing you are doing right now that cant wait until morning."

"I just feel like I let her down. Here I am - research girl, and I didn't even bother to find out what Elias *was*, didn't bother to find out what he did
to her." The witch's voice was sad. "Its my fault she was kidnapped in the first place. My fault that Elias ever laid his slimy hands on her. I should
never have gone to LA - but I did, and its all my fault." She clung to him as sobs racked her body.

"Its not your fault, luv." Spike whispered, holding her against him. He threaded his fingers through her hair, massaging her scalp. "It will never be
your fault." The vampire wished Damien was alive just so he could die again to make up for the pain he had caused.

When her body ceased shaking he scooped her into his arms, carrying her protectively to the bedroom. Laying her on the bed he lifted the thin
blankets to her chin. She turned to face him, dropping her arm over his cold chest.

"Get some sleep, pet. We'll deal with all this tomorrow."

* * *

Willow was gone when Spike woke up. Again. He growled softly to himself. Waking up without her in his arms was something he hated more than
anything. Even more than he hated the Slayer.

Angel eyed his childe with curiosity as he came grumbling into the living room. "She's out shopping with, Delia."

"Well I wish she would wake me up before leaving." Spike growled. He eyes traveled to the closed curtains. "Why couldn't they have waited until
sunset?" It was obvious that he didn't like the idea of the little red head out by herself - daytime or not.

"Because most of the shops are closed then?" Angel smirked. He understood why his childe was worried. It was the same reason he himself worried
about Cordelia every time she left his sight. Love. His demon roared within him, wanting to destroy the love he had found. Or at least claim it in its
own brutal fashion.

Claiming. That brought up a whole new series of thoughts. Most of which were tinged with confusion. "Spike...Care to tell daddy why the red head
hasn't been claimed yet?" The tone of his voice was light, hiding the genuine curiosity he felt. He would have thought Spike would have claimed her
their first night together. But, no, almost a month later she was still mark free.

"Getting personal aren't you, dad?" Spike joked. He gazed into his sire's eyes for a few moments before replying. "I didn't want to rush into it. I Dont
want to claim her until I am *sure* she understands what I mean by *forever*."

"Ah..." Angel nodded his head. The thought that his childe intended to turn the witch didn't bother him too much. He knew Spike would never do it
against her will *and* that the blonde would make sure she kept her soul. "I thought you were going to talk to her about that?"

The younger vampire sighed. "I was going to back in Ireland. But then we ran into all that bloody trouble and I couldn't find the right time." He
smirked. "Its not like I can just come right out and say - 'Remember when I said forever? Well that means one day I will turn you. Yeah you know,
that whole thing with drinking blood and being dead.'" He snorted. "Yeah, sire, I can really see that conversation coming up casually."

The mocking tone of Spike's voice was too much for Angel. He could almost picture Spike saying exactly that to Willow. He laughed, a nice full laugh
- until he saw Spike glaring at him. "I wouldn't worry too much about it all, Spike." Angel was suddenly serious again. "Willow is a smart girl. She
knows what being with you will eventually mean. Give her a little credit. She won't freak out."

Spike let out a long unnecessary breath before meeting his sire's eyes. "I hope you're right."

* * *

Willow was tired. Her feet hurt, her arms hurt, and worst of all - her head hurt. Shopping with Cordelia was torture, plain and simple. To top it all
off, she missed Spike. She knew he would be awake by now and every part of her wanted to just abandon Cordelia and go back to the hotel to be
with him.

But she couldn't do that to her friend. So she waited and waited, watching Cordelia try on one designer outfit after another. Her hands ached from
holding onto her own limited purchases - a few new articles of flashy clothing that Cordelia assured her Spike would go crazy over. The red head
smiled. At least the ex-cheerleader was having some fun, she hadn't mentioned the occurrences of the night before once since leaving the hotel.

"We really should get back to the boys soon, Delia." Willow hinted. The sky was growing darker as each moment passed. If they didn't get back to
the hotel soon they would have two very worried vampires stalking the streets of Paris looking for them.

The brunette grinned, paying for her latest purchase. "Ok, ok, we can go now." She smiled, stepping out into the growing twilight, hands full of
bags. They walked in companionable silence down the busy street, making it an entire block before Cordelia cried, "How darling!"

Willow watched in bemusement as her friend dashed into yet another store. The dress in the window was beautiful and she could see why the
brunette had been unable to resist it. Red silk looked as though it would be skin tight on the wearer, the thin straps covered in tiny rhinestones
that glittered in the fading sunlight and a slit that Willow knew would show too much thigh for Angel's liking. It would be perfect on Cordelia.

A light tap on her shoulder drew the red head out of her thoughts. "Are you okay miss?" the stranger asked. His light violet eyes seemed to see
right through Willow and she struggled to find her voice. Why did he seem so familiar?

"Yeah, fine." Willow whispered. "Thanks." She backed slowly away, running into the store before he could say another word. Her skin crawled with
revulsion. Where had she seen him before? "Cordy, we need to go."

* * *

Elias watched the little witch dash into the store. He laughed quietly, whistling as he moved off down the street. Soon they would all pay for what
they had done. Maybe he would take the witch and the bitch and the same time. Thoughts of screwing them as they died under his hand rolled
through his mind as he made his way back to the hotel.

Tonight he would make his next move...and they had no clue it was coming.

* * *

Spike chuckled softly, watching the childlike wonder with which Willow was exploring the statues on the Concorde. Her pale skin flashed in the
moonlight as she stared with awe at each and every detail, drinking it in with her eyes. He couldnt even count the number of times he had seen the
site, the number of times he had feasted on tourists or other passerbys underneath the obelisk - yet being there with her was like seeing it all for
the first time and he found himself getting caught up in her enthusiasm. He could see his sire not too far away, his arm around Cordelia's shoulders
as they watched the water in one of the fountains.

"Pet?" Her babbling had stopped and she was just staring at the statue of the horse in front of her. Her eyes were glazed over, as if she wasn't
seeing anything. "Red?" His voice rose a notch as fear formed in his stomach. Small whimpers were coming from her mouth, green eyes unseeing
with fear. "WILLOW?"

* * *

One minute she was looking at the statues in the Concorde, the next she was in the middle of the Crawford street mansion back in Sunnydale. She
shook her head in confusion, straining to see in the darkness.

"Willow."

"Xander!" Her heart leapt in recognition. She smiled warmly at the dark haired youth in front of her, momentarily forgetting her confusion.

"You left us, Wills." Xander's voice was hard, his eyes cold as he stared at her.

"What?"

"You left us!" He was yelling now. "You left us to die! Some *friend* you were!" His brown eyes flashed golden. Hard ridges appeared in the once
handsome face of her childhood friend.

"Xan...no..." Willow backed away. This had to be a dream. She was in France, not Sunnydale. Xander was alive, NOT a vampire! She bumped into
something cold and hard, strong arms going around her in a vice like grip.

"Will." Buffy growled, holding the struggling girl tight to her chest. "So glad you came back...we've missed you..."

Willow felt the cold tongue of her friend trace along her pulse point. She shivered in revulsion, her struggles increasing. This was not happening.
She was not about to be killed by her friends. Tears formed in the corners of her eyes and she dug her fingernails into her palms, trying in vain to
force herself out of the nightmare she was in.

"Quite right." Giles purred, emerging from the shadows. He lifted her chin, exposing her neck even further to Buffy's less than gentle ministrations.
Willow whimpered. Why couldnt she wake up? A stabbing pain shot through her neck as Buffy's fangs sank into her. It spread in a white hot wave
across her shoulders, down her chest, leaving her numb.

She struggled weakly against her captor. This wasn't right! Her mind clouded over, the loss of blood finally taking its toll. {Isn't this the part where I
wake up?} she thought before the blackness came to engulf her.

* * *

"Buffy...Xander...Giles...no!" Willow sobbed, coming back to reality with a snap. Collapsing onto the ground she sobbed, hiding her face in her hands
as the tears poured down her face. She was afraid to look up, afraid that what she had seen might, in fact, be reality.

"Pet?" Spike fell to the ground next to her, wrapping her into his arms. What in bloody hell was going on? It was like she hadn't heard him calling
her, hadn't seen him wave his hand in front of her face...hadn't even felt him shaking her. He looked up into the dark worried eyes of his sire.

"Its him..." Cordelia mumbled in shocked fear. She looked around, searching for any signs of the man she *knew* was tormenting them. "Its Elias.
Do you believe me now that hes not dead?" She was practically yelling at the vampires, her body shaking with fear. He was out there, somewhere,
probably watching them. Laughing. Waiting. A strangled scream forced itself from her throat. How would she ever be safe?

Spike looked around. He couldnt sense anyone out in the dark. But that didn't necessarily mean anything. "We need to get them back to the hotel."

* * *

Angel was worried. Over the past hour he had watched with growing horror as the two happy women he had started this vacation with slowly came
undone. Willow had refused to stop crying, even long enough to speak to them. Her face was red with tears and he knew she was going to have an
awful headache when she finally stopped. Cordelia, on the other hand, was jumping at every little noise, afraid to close her eyes long enough to get
even a small nap. He tried to reason with her, saying it was obvious that being asleep had nothing to do with it since he had been able to get to
Willow while she was awake. It hadn't made her feel better. Not that he could blame her, from the little she had told him he knew that the visions
Elias was sending her were quite horrible.

Spike looked up from Willow's laptop. "Peaches, come help me with this bloody machine." He glared at the screen, jabbing angrily at a button. Why
wouldnt it work? He needed to see if Giles had found anything.

Angel rested his hand lightly on his childe's shoulder, reaching with his free hand to tap a few keys. Willow's email account popped up, a new
message waiting. He opened it, scanning the contents quickly. He almost laughed when he saw what the watcher had found. "A terror demon?"

"I'm getting right sick of these demons, mate." Spike growled. "Why cant we ever have a lust or passion demon come after us?" His voice dripped
with sarcasm. "Nope. Always has to be a despair demon or a terror demon." He let his eyes wander over the rest of Giles's letter. Apparently this
baddie was a little harder to kill than their last demon. And it would require Willow, who was currently a sobbing mess. He sighed, silently vowing
that this would be the last time he took a vacation with Peaches.

* * *

Cordelia stared down at the crying red head, her own mind troubled. Was that a sound in the corner? She stared into the darkness. Nope. Nothing.
Trembling hands rubbed anxiously at her tanned skin, she could almost feel the bugs and worms on her, burrowing into her flesh.

Willow looked up, noticing the brunette for the first time through her haze of tears. She reached out one hand to her, wanting to feel the warm
flesh of one of her friends. To know that it had all been a nightmare and they weren't all dead or turned. She breathed a sigh of relief when Cordelia
moved to take her hand. They would seek solace in each other. The boys didn't understand.

Neither was prepared for the consequences of their hands meeting.

* * *

"No..not again..." Willow cried. She was back in the mansion. They would come for her soon. Come to kill her...or turn her. The thought of being
turned didn't scare her...just the knowledge that it wouldnt be Spike doing it. Her heart ached with fear.

"Where are we?" Cordelia whispered. She looked around the dark house. Shadows moved along the walls. It felt like one of Elias' visions, but it was
different from the one she usually had forced on her.

Willow turned, noticing the brunette for the first time. "You're in my nightmare..." Her voice caught in her throat as the darkness behind her friend
parted to reveal Xander in full game face. "Watch out!"

The vampire caught the ex-cheerleader by the throat as she turned, her cry of fear turning into a gurgle as he slowly squeezed. "What the hell?" He
dropped the girl as if she burned, backing away from her and closer to Willow.

The red head stepped to the side, trying to see around the male vampire in front of her. A wave of disgust and terror passed over her as she saw
the body of her friend lying broken on the floor. Her skin had withered to a thin leathery shadow of its former glory. Sparkling eyes were now
unseeing. And, as she watched, bugs began to pour from the earth, devouring what was left of her. Willow felt like she was going to be sick. Was
this Cordelia's nightmare? Death and decay?

"How...gross." The former Slayer's voice was a whisper as she twisted Willow's arm up behind her back. "You left your friends to be with her?
Sheesh, Will, I thought you had better taste than that." Dead eyes were laughing as she forced the girl's head to the side. "How about I just see
for myself what your taste is like?"

Willow was too numb to even scream as she felt teeth pierce her neck for the second time that night.

* * *

Cordelia woke with a scream, surprise to find herself already in Angel's arms. They tightened around her protectively and she relaxed slightly, her
mind clear for the first time in hours. She looked around for Willow, relief washing over her when she saw the red head alert and okay. "This has to
stop."

Willow nodded. She had woken nearly ten minutes before Cordelia and had listened patiently as Spike and Angel told her what Giles had found. The
demon could be killed. That was a plus. But it would need to be fought in the realm of their nightmares. They would actually have to defeat him in
his own visions to kill him. The thought did little to fill her with hope. But they had to try. "We'll stop him, Delia." {Or die trying.} her mind added
morosely. She rotated her neck slowly. The pain from the bites in the visions had carried over to the waking world, leaving her stiff and sore.

Spike watched her stretch her neck, his eyes straying to the bruises over her jugular. A harsh sigh of rage left his mouth. She had yet to tell him
what her nightmare had been, but he could guess now. He wondered who had bit her in her nightmare. Was it him? In her nightmares did she see
him killing her? An unfamiliar rush of pain hit him.

His thoughts had not gone unnoticed to the witch in his arms. She could tell he was in pain over something. "Lets go talk." For a second she
thought he was going to protest, say they should be planning or plotting or some other garbage. But he just took her hand, leading her out to the
couch. She sighed, settling her legs underneath of her. Green eyes roamed over his face, searching for the source of his pain. "Whats wrong?"

His eyes were cold as he met hers and she recognized his all too familiar defense mechanism when he was hurting. He was shutting her out. "What
were your nightmares about, pet?" Even his voice was cold. He didnt mean for it to be. But that was easier than letting her see the pain he was
feeling. How would he be able to be with her if she had nightmares about him killing her?

Willow frowned. Here he wanted her to tell him about something that had terrified her and yet he couldnt even sound reassuring? What was going
on? Her eyes bruned with unshed tears. "I saw Buffy and Xander and Giles...all dead...all turned." Her voice broke. She remembered with all too
startling detail the look on Xander's face as he had stalked her - the hunger he had felt when he looked at her. "They told me it was their fault that
I died. That I had left them to die. And then Buffy bit me."

Spike felt his self-pity leave him in a rush as he listened to her words. She hadn't dreamed about him at all. He pulled her into his arms, suddenly
ashamed at his action. "I'm sorry, luv."

"It hurt Spike." the red head whispered. "It felt like someone was stabbing me with steak knives and twisting them deeper and deeper." She lifted a
trembling hand to her throat, her fingers grazing over the tender area of the bruise. Gasping, she dropped her hand to her lap, tears falling onto it
from her bent head. A small bitter laugh bubbled from her dry lips. "I remember wondering if they were going to turn me and feeling sad because it
wasn't you doing it. That hurt the most. More than the bite itself. Knowing that bitch was going to take something I didnt want to give to anyone
but you."

Spike was shocked. These were the last words he expected to hear from the witch. She actually seemed like she was okay with the idea of him
turning her. Could his bloody poof of a Sire have been right for once? He smiled gently at her. "Never happen, luv. No one gets their fangs in you
but me." He tilted her head up to look into her sleepy eyes. "We need to have a talk sometime soon, though, Red." The sleepiness faded to alarm
and he could almost read her thoughts. "Nothing bad, pet. Just a talk about the future."

Willow nodded. She had been meaning to have that conversation with him for a while anyway. A small sleepy smile passed over her lips and she
shut her eyes. It had been a long day, she'd just take a small nap and then see about getting rid of Elias.

* * *

The whore screamed, the sound muffled by the scarf shoved deep in her mouth. Her hands were bound to the bed tight enough that she had lost
feeling in them more than an hour before. Soft hands brushed gently across her forhead, almost massaging the sweat slicked skin. She screamed
again as images from her worst nightmare bombarded her.

Elias grunted with pleasure, pounding himself into her dry, tight channel as she continued to scream. He could feel the fear rolling off of her skin. It
was better than any aphrodisiac he had ever had. He breathed in deeply, relishing the smell of her terror on the air, coming with a long moan of
pleasure as he shot his seed deep within her. He looked up into her lifeless eyes, brushing a lock of brown hair from her face. She had died afraid.
Afraid of him and afraid of whatever had pursued her in her own mind.

He kissed her lips one last time. She had been a nice diversion but he needed to get some sleep. Tomorrow would be the big day. The day he finally
got that stupid bitch and her uptight little friend in his bed - to have, to hold, to kill.

* * *

The suite was quiet when Willow pulled herself from the bed, only four hours after she had closed her eyes to sleep. She could see Angel and
Cordelia curled together in her bed, their eyes closed in slumber. They were cute together. She hoped that after all of this they could get back to
having a vacation. So far there had been nothing restful about their little trip away from Sunnydale and she was beginnging to think that it would
have been easier to have stayed and faced Buffy. Too late now, though.

She wandered quietly through the suite to the living area, ordering some breakfast from room service before turning her laptop on. She read over
Giles' email thoughtfully. The actual spell to get rid of Elias wasnt too terribly difficult. It was just the setting for it that sucked. Apparently she
needed to be in the middle of one of his little visions before she could even attempt it. She would need to fight her way through the terror of the
nightmare before she could even start the spell. So much for easy. She sighed, quietly commiting the spell to memory while she waited for breakfast
to be sent up.

* * *

The small alarm on the table jumped to life with a shrill clanging noise, waking Elias with a start. He groaned slightly, his mind slowly drifting from
dreams and back to the waking world. He had been dreaming of the brunette and her friend. Of all the things he would do to them and make them
do to him before he finally killed them. He felt his arousal twitch with need and moved to relieve himself with a few quick jerks.

Crawling from underneath the thin covers, the demon sauntered to the bathroom, rinsing his release from his hand. He ran a hand through his
touseled black hair, his violet eyes glowing softly as he contemplated the image of himself in the mirror. He splashed some cool water over his face,
dabbing it dry with a towel before making his way back to the bedroom.

He opened the curtains, letting the first rays of sunlight pour into the room. The vampires would be sleeping now, he knew. Dropping into a chair he
allowed his mind to become blank, his energies coalescing around him in an almost visible glow as he searched for the distinctive auras that he knew
belonged to the two undead he was looking for. A cruel smile curled around his lips as he found first one, then the other, both indeed asleep. With a
violent mental thrust he established a bond with the younger of the two, reaching into his mind to pull out what would make him scared - what
would make him scream.

* * *

Spike was confused. He could have sworn he had just been dreaming about Willow - about claiming her and making her his for all of eternity. And
now he was here? He looked around the blackness of the room he was in, every sense scanning for any sign of where this dream had led him.

"Boy..."

Spike whirled to look in the darkness behind him for the source of the purring voice he knew so well. A lump of fear formed in the back of his throat.
He could smell the distinct scent of his sire in the air. A hand snaked out of the darkness, entwining in his hair and snapping his head back. "Behind
you." The voice purred in his ear before a rough shove sent him sprawling to his knees.

He looked up into the face of Angelus. Not the soulful Angel who he had started to become friends with. Or even the Angelus who had sired him.
No, this was the Angelus who he had helped send to Hell. The one who had beat him to a bloody pulp every chance he got. The one who had
shagged and tortured him at whim before taking Drusilla to his bed every night. This one was his worst nightmare.

"You don't seem happy to see me, William." Angelus grinned down at him. Golden eyes sparkled with absolute evil intent as he looked down at his
childe. "I have someone here you *will* be happy to see, though." He reached a hand out into the darkness, drawing a pale figure in to his chest.

"Red...?" Spike choked out. He watched with horror as the red head turned smirking lips to his sire's, claiming them in a fierce kiss. She turned back
to him, her face reflecting that of her own demon as she stalked towards him. "Willow...how...why?"

"Oh, come on, Blondie." Willow sneered. "Why would I want you when I can have him?" She gestured at the dark haired vampire behind her. "I mean,
you should have known it would happen eventually. After all, Dru did it too." Again she turned to Angelus, taking something from his outstretched
hand. "But dont worry, I...I mean...*we* still have plans for you."

He shivered involuntarily when she turned her attention back to him. There was a whip in her hand when she turned back, the tip covered in barbed
silver. It had been one of Angelus's favorite toys back in the old days. Something he had seen his sire use on many an unfortunate victim, but had
never been unlucky enough to have it used on him. Until now.

As the whip landed across his back, shredding both his shirt and his flesh, he cried out in pain. The back of his mind whispered that he was
dreaming, that this must be one of Elias' visions. So how could he wake up? The whip came down again, tearing all rational thought from his mind.
He looked up into the laughing eyes of his love and prayed for it to all end.

* * *

Elias stretched, breaking the link with the younger vampire and turning his attentions to the elder of the two. With practiced ease and force he
broke into the dark mind of the one known as 'Angel', connecting himself to the vampire's deepest darkest fears and forcing them into life. This one
practically radiated suffering and torment. He couldnt wait to add to it.

Using his mind alone he cast out into the mind of the vampire, searching for something, anything that he could use against him. Something that
would terrify him and send him screaming into the waiting arms of the sun. And found...nothing? That couldnt be right. He had to be afraid of
something. Elias let himself out further, allowing the darkness of the vampire's mind to draw him in.

* * *

Angel could feel the mental intrusion the second Elias tried. If the demon had taken the time to go slower, be more gentle, it might have gone
unnoticed. But as it was, he was impatient and liked to make it rough. And so Angel waited in the blank dreamscape for Elias to make an
appearance. He didnt have to wait long. "Nice to see you again." He sneered at the handsome demon when he burst into appearance.

Elias arched an eyebrow at the creature in front of him. He still couldnt get over his shock. The vampire had absolutely no fears he could pray on.
Nothing to make him quiver in fear. He set his face, refusing to allow his frustration to show. "What can I say, I couldnt resist looking up an old
'friend' like you while I was in town. After all, I never did get a chance to thank you for killing me." He glared at the vampire.

"No need to thank me." Angel smirked. "In fact, I'd be happy to do it for you again." He took a step towards the demon, his eyes glowing with rage.

"Always with the brute strength. Havent figured out yet that it gets you no where with me, have you?" He took one step back from the vampire
anyways. It was just a dream, but it would still hurt to be pounded on. "Lets talk this over like rational men...well...rational demons." He tilted his
head to the side. "Tell me, Angel, what makes you afraid? Because, believe me, I've looked and I can't find anything. There has to be something
that makes you tremble."

The question caught Angel off guard. Was this the reason he hadn't been treated to one of those famous terror visions? "Hate to break it to you,
Elias old buddy. But nothing scares me. I am the one who has always been feared. And, thanks to a despair demon I recently ran into, I've already
dealt with the few fears I still had. So, why dont you run off and terrorize someone else?"

Violet eyes met chocolate ones in a match of will. It was Elias who finally looked away. He glared one final time at the vampire before slowly fading
from view. "You can't beat me, Angel."

"Like I havent heard that one before." The vampire sneered, forcing himself into waking. Cordelia had been right. It was time to end this.

* * *

"BLOODY HELL!!!"

"Spike?!?" The red head practically flew into the bedroom at the sound of her lover's cry. Her breath stopped as she took in the sight of him, blood
tinged tears running down his pale face. She had never seen him so afraid.

"Spike?" Angel joined her at the bedside, staring at his childe in alarm. He could only guess the reason for the blonde's current state. He laid a
calming hand on the younger vampire's arm, startled when he threw it off with a whimper.

"Spike?" Willow whispered again, trying to reach out for him and meeting with the same unwelcome response as Angel had. "Its ok. It was just a
nightmare. Dont let him get to you." She blinked back her tears, unable to fathom what would make him act this way to her and Angel.

"Red?" The blonde's voice was hoarse, his eyes finally seeing her and his sire standing nearby. It had just been a dream. Willow was not a vampire.
She was not shagging his sire. She had *not* just spent countless moments torturing him to a bloody pulp. He tried not to flinch away from her as
she laid her hand on his for a second time. After a moment of her gentle touches he drew her into his arms, burying his head into the the crook of
her neck, inhaling the sweet smell of her hair.

Angel met his childe's eyes and knew at least part of what Spike had seen in his visions. A sharp rush of guilt washed over him at the knowledge
that him and his actions were what drove one of the most feared vampire's in history to a screaming mess. He wondered if he'd ever be able to
apologize enough for what had happened. There wasnt time to deal with it now. Maybe later, if and when the vacation ever gave them the chance
to talk again. Maybe then he could express his regret one more time. Not now, though. "Did you have a chance to look at the spell yet, Willow?"

The red head nodded. She tried to pull from Spike's embrace, only to be met with a possessive growl. It was almost enough to make her smile.
Settling back into his arms she turned slightly to look at the dark haired vampire. "Next time he tries to play his little mind games with me, I'll be
ready." She gave him what she hoped was a brave smile, her stomach forming into little knots at the task at hand. It would be hard, she knew. But
it had to be done, for her, for Spike, for Angel, for Cordelia. "Hey, where's Delia?"

"Still asleep." Angel smiled. He had loved waking up in her arms again. It felt so right, so perfect. She had been so tired that she barely twitched
when he pulled out of her arms to come check on Spike. "Let her sleep for now and we'll look over the spell some more. I have a feeling this is all
going to end soon."

* * *

Elias was mad. He had wanted to make the dark haired vampire scream for 'killing' him, and instead he had been forced to back down. Oh well. He
would kill the vampire's friends, rape his woman. That should be enough to cause him a few nightmares.

He glanced at his watch. Still a couple hours until sunset. He knew the vampires would leave early to feed, leaving the girls locked 'safe' in the
suite. He would strike then. Leave the dead bodies of their loved ones for them to find when they returned. There was still plenty of time to toy
with the girls one last time, though.

Relaxing into a more comfortable position he began to link his mind to first the brunette, then the red head. Might as well make it a threesome.

* * *

Cordelia growled, taking in the all too familiar feel of the dreamverse she had come to hate. It was different this time though. The scene before her
wasn't the harsh darkness of her rotting death nor was it the dark mansion Willow had pulled her into. She looked around at the room, her eyes
sweeping over the bed and candles. That was all there was, but the meaning was all too clear to the frightened girl.

"Cordy?" The brunette turned to see Willow huddled in the corner, surrounded by those she had once called her 'friends'. She could see the terror
written in every line of the girl's body. The way she pulled her legs in to her chest, holding them tight against her as if she could shut out the
visions.

The brunette tried to move forward to help, her mind reeling with how she would get the vampires to leave her friend alone. She took one trembling
step forward, searching for anything she could use as a weapon.

"Not so fast, bitch." A clammy hand wrapped around her wrist, and Elias turned her to face him. "No need to spoil *her* fun when I can give you
some of your own."

She watched with increasing fear as the skin he was grasping began to wither and decay. Deep, oozing gashes appeared in her skin as the decay
spread and she could almost feel her internal organs begin to shut down. Powerless to stop him, she watched through dying eyes as Elias began to
remove her clothing. His eyes gleamed with some sort of sick lust as they roamed over her decaying form.

"Willow..." She gasped before her lungs gave out completely.

* * *

"This isn't real. This isn't real. This isn't real." Willow murmured, rocking back and forth. She refused to look up into the golden eyes she knew were
on her, watching her every move.

"Oh yes it is, bitch." Vamp Buffy sneered, kicking her harshly in the ribs. The girl gasped in pain, her eyes darting to the blonde. The former Slayer's
voice was rising with each word. "You left us to die. You ran off with two of the undead and one little whore and left us to DIE!" Buffy smiled, her
voice once again calm. "But now you die."

"This is NOT real!" Willow screamed, closing her eyes to block out what was to come. There was something she needed to do. Something that
would end this all. If only she could concentrate long enough to remember. Strong hands picked her up, shaking her roughly.

"Willow!" Cordelia's voice was little more than a hoarse shout. Green eyes flashed on the form of her friend, rotting in the arms of that creep. He
was touching her, feeling her in places that would enrage Angel if he could only see it. There had to be a spell to make him stop. Something to
make him leave Cordelia alone! A spell to... She gasped as Buffy's hand tilted her head to the side, preparing to strike. That was it. A spell.

She squeezed her eyes shut, trying to ignore the pain the vampire's touch was bringing her. The words of the spell came to her lips, flowing in a
torrent of ancient Greek. Fangs sank into her neck, cutting her to her very core. And still she chanted, the last words coming out in a whisper as
death took her.

* * *

Someone was shaking her. She groaned, batting at the hands. "Just a few more minutes..." There was a gentle chuckle and she cracked open her
eyes. "Spike?" The details of the fight with Elias came flooding back to her.

"Yeah, pet, its just me." He held her to him. It had been nearly an hour since she had collapsed. Almost an hour since they had discovered that
Cordelia was trapped, too. An hour in which the two vampires had felt powerless to save the ones they loved. Across the room he heard Cordelia
moan and saw his sire pull her into his arms.

"Did it work?" Willow whispered, stifling a yawn. She felt as though she hadn't had a good night's sleep in days. Which, in effect was true. The
vampires exchanged glances. There was no way for them to know whether or not it worked from this end. Either they would hear from Elias again
and know it had failed, or they'd never see him again and could assume it worked.

"It worked." Cordelia said firmly. "At the end, right when he was about to...to..." Her voice broke as she began to cry. "Anyways...he started
screaming. And then..I dont know how to say it. It was like he just faded away."

"So its over..." Willow murmured sleepily. Now she could finally get some sleep. "Good...night night, Spike-y."

Spike chuckled, kissing her forehead. "Night, pet."
 

next