Learning Curve

Author:  Kat, a.k.a. KallieRose

Parts: 31 - 40

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~Part: 31~

"Hey Wills."

Buffy's voice was excited, with an underlying current of nervousness that Willow could still discern, even over the phone.  She had to wonder about the nervousness-she had hoped they were past that.

"Hi Buffy.  What's up?"  Sensing this might be a long conversation, Willow decided to lie down on her bed and stretch out for maximum comfort.  With Spike out doing whatever it was he did at night, and Buffy the kitten out terrorizing the lesser cats in the neighborhood, she had the house to herself.  Might as well take advantage of it.

"Well," Buffy replied anxiously, "I've got a date.  Tonight.  And I have no idea what to wear."  Panic flared in her voice as she practically wailed the last sentence.

Ah, so that was the cause of the nervousness, Willow realized, feeling a sense of relief wash over her.  "A date?  With who?  Oh, or with whom?  And where are you going?  Fancy?  Casual?"  All important questions to be asked when choosing your date-wear.  "Gimme details."

Buffy's voice went from nervous to excited in zero seconds flat.  "Yup, a date.  It's been a while, but I've heard that they usually involve talking, laughing, maybe a bit of hand-holding.  Well, unless the date-ee turns out to be a demon, or a mummy, or an overgrown insect.  Then it's a little different.  But Xander's the expert on those types of dates.  I'm hoping this will be a *normal* date, which is why I need your help."

Willow giggled at Buffy's almost Willowish babble.  When her friend talked that fast, it had to be serious.  She just hoped.

"It's with Riley.  At the Espresso Pump.  At least for a start.  We'll figure out the rest of it from there.  Assuming that no great evil chooses tonight of all nights to rise and attack.  I'm not sure what Riley would do if he saw a demon."

Probably try to capture it and stick a chip in its head, Willow thought bitterly, but kept the idea to herself.  There were so many reasons she couldn't tell Buffy about Riley's secret identity.  But on the other hand, she didn't want her friend to get hurt.

A part of her mind automatically thought of how she could use the information about Buffy and Riley to her advantage, while her soul shamed her, and told her that this made her less of a friend.  She fought the warring emotions, trying to find a middle ground that would make her feel like less of a horrible person.

"Willow?  You still there?"

Oops, apparently she had been silent for longer than she had thought.  "Oh, yeah, I'm still here," she confirmed, trying to sound excited.  "I was just pondering the clothing issue.  Like, should you go casual, but-you know, not *too* casual.  Or maybe fancy.  But not slutty.  'Cuz it's the first date and all, and you're trying to make a good impression."

"Yeah, definitely not too casual.  But hey, exactly how slutty *is* too slutty, anyway?" Buffy asked, and Willow thought she might actually be serious.

For some reason, when girls like Buffy or Cordelia tried to look slutty, they just ended up looking hot.  But if someone like Willow tried it, she always wound up looking like a little girl playing with her mother's make-up.  Why was that, she wondered?

Then she remembered her counterpart from the other universe, the one who had also looked slutty, but in a way that had made Xander blush and Oz slightly excited, or so he had awkwardly confessed afterwards.

"Well, as far as guys are concerned, I don't know if there is such a thing as too slutty.  But for us, uhm." Willow gave the idea some serious thought.  "Okay, it isn't too slutty, but it kinda shows off the goods, if you know what I mean.  You should wear your light blue silk blouse, the one with the buttons, you know?  And those tight black pants you have.  That way, just in case you have to kill something, at least you'll look good doing it."

"Hmmm," Buffy's considering hum came through the line, indicating that she was mentally dressing herself.  "I could wear my hair up, you know, kind of sophisticated.  And that way the outfit would look less casual, but would still be comfortable.  Willow, you're a genius!"

Willow smiled wistfully, wishing she could be there to help her friend get ready.  But although it was dark, there was no way she would be leaving the house.  The thought of going outside just made her too nervous, tightening her stomach and making her hands shake just a bit.  But Buffy was doing fine without her, she reminded herself.  And she had other things to do.

"So how about you come over tomorrow night and we can dish the date?" Buffy asked.  "I can tell you everything he said, and then we can go over all the ways I made an idiot out of myself."  She laughed self-consciously as she said the last bit, telling Willow that the blonde was more than just a little nervous about this date.

It made sense, she supposed.  Riley was a teacher's assistant, someone who was above her in the educational hierarchy.  Add to that the fact that he was not bad looking, at least to Buffy, and that would give any gal a bit of a complex.  Plus, her friend was still reeling slightly because of her break-up with Angel, and then the ill-fated fling with Parker.  So, yeah, Willow could understand why Buffy was nervous.

"Why don't you come over here tomorrow, okay?" Willow suggested, hoping to avoid the issue of why she didn't want to go to Buffy's house.  "You can bring along Xander and Anya, and even Giles, and we can have a research party."

"Eww, why would I want to do that?" Buffy asked.  "I mean, I don't mind Xander and Anya, but if Giles shows up, he'll bring all those dusty old books, and start talking about the dating rituals of the ancient Incans, and how they used to burn non-virgins at the stake, and then, I promise you, it'll start to get ugly."

Willow thought that the idea of burning non-virgins at the stake was *already* getting pretty ugly, not to mention just downright mean, so she relented.  "Okay, no research party.  But you still have to invite Giles.  It would be mean not to."

"Okay, okay, I'll invite him.  There's nothing worse than a mopey Watcher.  But once I mention the 'no shop talk' policy, I'm sure he'll bail.  I swear, I don't think the man can sleep at night until he's fondled each and every one of those books."

At Willow's disbelieving snort, she added, "It's true.  I watched him once.  It was creepy."

Unable to hold back her laughter any longer, Willow began to giggle, joined quickly by Buffy.  As their laughter faded, Buffy said her goodbyes and hung up, leaving Willow feeling slightly wistful.

She missed those early days of a relationship, where everything was new and exciting, and the talking and exploration was more than half the fun.   That was where love came from, she thought, learning about the other person, finding their faults and virtues, and realizing that when the virtues were so strong, the faults sort of faded away.

But she and Spike had rushed over all of that and jumped straight into bed.  Not that he was interested in that whole 'getting to know her' thing.  He probably couldn't care less that she cried during Beauty and the Beast, or that she liked sprinkles on her ice cream, or that she snorted when she was laughing hard.

But all of the blame could not fall squarely on Spike's shoulders either.  She had never taken the time to get to know him, truth-be-told.  He had always been in the background of her life when she was alive; someone she noticed when he was being annoying, and quickly forgot about when he was not present.

So what did she really know about him?  His favorite color?  Black, of course.  That was a no-brainer.  Taste in music and books?  Well she had discovered those quickly enough through sharing space with him.  But what about the other things?

Like for instance, what did he like to do when he wasn't out killing or terrorizing?  As a matter of fact, what was he doing right now?  She sought out the bond, tugging lightly on it, trying to get a sense of how he was feeling.

She was surprised to discover that he was slightly excited, but also feeling a casual, fuzzy happiness that didn't have one big cause, but came from several smaller ones.  He must have sensed her spying on him, because he shot her a bit of fuzzy warmth through the bond, and she smiled as her body relaxed into the feeling.

Deciding not to push her luck, she closed off the bond, sitting up and considering what she was going to do with herself for the rest of the night.

The computer beckoned, as it always did, and she decided to try a little experiment.

~~~*~~~

"Now if *you* ran a covert government program, where would you hide the money?" she asked herself, and the empty room, considering the possibilities.  "I mean, this sort of operation doesn't come cheaply.  You've got salaries, facility costs, supplies; all that money has to come from somewhere."

A simple exercise had turned into a quest, and when Spike came home four hours later she was still hunched over her computer, shoulders starting to ache, as she hacked and fought her way into the government's many secret websites.

"I've found the classified 'secret' reports about Area 51, the true location of Jimmy Hoffa, and the recipe for Chelsea Clinton's favorite brownies, but I just can't find anything on this Initiative project.  Aarggh!!"

Spike watched with amusement as his childe rambled on, venting her anger and working the kinks out of her sore neck and shoulders.  She seemed bound and determined to find out something about the Initiative, but he wasn't quite sure what she had hoped to find.

"They can't track you backwards with this, can they?  Figure out who it is that is pawing through their unmentionables?"  The last thing they needed was for the government to figure out that they were being investigated, especially if they could trace the problem back to a couple of harmless vampires.

"Relax, grandma," she insisted, shooting him a weary grin.  "I know what I'm doing.  Heck, I was hacking into top secret databases and websites when most of my peers were still trying to figure out how to download porn."

"Porn?  On the internet?  Are you serious?"

She spun around quickly to face him, realizing she'd been duped when she saw the sly grin on his face.

A beep from her computer wiped a snarky comeback from her mind, and she turned back around to face the screen, a gleeful smile lighting up her face.

"I knew it!  I just knew it."  And at Spike's skeptical raised eyebrow, she insisted again, "I did!"

"I'm sure you did, pet.  But what, exactly, is 'it'?"

"It's the Initiative, Spike.  They're a government entity, and I just had to figure out where they were getting their money.  But now I've figured it out.  And," she hit a few more keys, and clicked on a link, "now I think I've found their webpage."

The sense of excitement in her voice cued him in that this was something she thought was important, but Spike was still unsure what it really meant.  "So they have a webpage.  That means they can surf for porn?"

Willow turned to him just long enough to make it clear that she was rolling her eyes in disgust at his comment.  "No," she answered, turning back to look at the computer, "it means that we've got a source of information now."

Spike stood silently, watching over her shoulder as she clicked first one link, and then another, until she came to a page that was titled 'Sunnydale, California Facility.'

"Here we go," Willow whispered, moving over to make room for Spike as he pulled up a chair to sit next to her.

~Part: 32~

There were four links on the Initiative's main homepage:  Facility, Staff, Scope, and Technology.  Willow's mouse hovered over each of them for a moment, before clicking on the word 'Facility'.  Might as well start at the beginning, she figured.

The next page used a shot of the main street of Sunnydale as a screened background.  Black text overlaid the picture, and the two vampires read silently, their minds racing at the information before them.

"The Hellmouth located in Sunnydale, California, makes it the ideal place to begin the first phase of our project.  Not only does UC-Sunnydale give our ground troops the ability to blend successfully as college students, but also the local government seems to be sympathetic to our cause.  They have had to deal with demons and vampires for decades now, and are willing to turn a blind eye to our occasional misstep and mollify the public whenever necessary.  Their stockpile of believable cover stories seems almost limitless, which also works to our advantage.

"Our facility is state-of-the-art, and includes a high-tech detention center that can monitor and observe up to five hundred hostiles at once.  Our laboratories are complete with the newest neurological machinery, including MRI and PET scanners.  Our purpose for this equipment is to measure brain activity, specifically in the pain receptors of the brain.  For more information on this, and our long-term goals, please visit the scope page."

Willow's finger itched to bypass the other pages and skip straight to 'scope,' but her usual sense of order prevailed.  She shot a look at her sire, watching as he nodded to confirm that he had finished reading everything, and then clicked on the link for 'Staff.'

What she saw there shocked her.

"Maggie Walsh?" she whispered, feeling her world tilt sideways slightly, but righted again when Spike wrapped an arm around her shoulder.

"You know the bitch?" Spike asked, his voice low and dangerous.  He remembered the woman from his days spent as a prisoner in their facility.  Underneath her ice cold exterior had been.more ice.  He had promised himself that if he ever came across her again, he would kill her.  Maybe the pain from the chip would kill him too, or maybe it wouldn't.  Either way, it would be worth it.

"She's-she's my-was-my teacher.  My psychology professor."  Willow seemed unable to tear her eyes away from the picture of her former instructor, who also apparently moonlighted as the Head Administrator for Project Initiative.  "How could she?"

"Makes perfect sense," Spike commented, anger making his voice cold and hard.  "She's got a psychology degree; knows all about the brain, how it works, and which buttons to push to control the pain."

Willow understood all of that.  It made sense, in an evil scientist kind of way.  What bothered her specifically was how she could have been so wrong in her assessment of her teacher.

Professor Walsh had been her favorite teacher.  The woman had excelled in a field that was complex and clinical, and yet had maintained a veneer of dry humor and likeability.  Certainly her class had been difficult and challenging, but Willow had felt that the teacher was a bit of a kindred spirit.  They were both intelligent, driven, and at times quite single-minded.  Professor Walsh was someone she had admired, and it was hard to admit to herself that her judgment of the woman had been so far off base.

Because what she was doing to vampires showed none of the compassion and humanity Willow had expected from the professor.  Putting chips into vampires' heads and keeping them cooped up like lab rats was cruel and heartless; better to dust a vampire than leave it unable to feed or kill.

Shaking her head to distance herself from her thoughts, the redhead forced her eyes back to the webpage. None of the other names or pictures rang a strong bell, but Willow was reasonably sure she had seen a couple of the other upper-management types on campus.  Whether they were teachers as well, or had just been visiting Professor Walsh, she couldn't be sure.

Her eyes widened when she read the next paragraph.

"We have taken one of the college fraternities as our own, using the frat house as a cover for, and clandestine entrance to, our underground facility.  Our troops are able to patrol the local cemeteries at night, capturing hostiles as they come across them, and incarcerating them inside our detention facility."

"Riley is a member of that fraternity.  So are Forrest, Graham, and a bunch of the other guys Riley hangs out with.  They must have been the ones that."

"Yeah," Spike agreed softly.  He sensed her fear and confusion, and raised a hand, running it gently through her hair in a calming gesture.  "You okay?"

"No," she admitted, her voice shaking just a little.  "But I will be.  When they're all dead," she said grimly.

He smiled at her optimism, hoping that one day soon it would be more than just wishful thinking.

"So what else do we have here?" he asked, hoping to distract her from thoughts less than pleasant in nature.

"Umm," she said, hesitating for a moment before clicking on the link for 'Scope.'

The next webpage was pure text, and they read eagerly, curious to see what purpose the project hoped to fulfill.

"Our goal is a simple one:  to create a ground force made up of demons and other non-human creatures, to be used offensively and defensively as needed.

"Imagine the current state of unrest in several politically fragile countries.  We send in conventional human troops, and although progress is made, it is fleeting and comes at a high cost.  Now imagine the reaction of those on the other side if they came up against an army of Fyarl or Bezoar demons.  These demons have a propensity for violence that we hope to harness and control, using them as weapons against those who might seek to do us harm.

"In addition, their very appearance makes them frightening enough to terrify our opposition, giving us the advantage of surprise.  And that is not something to be taken lightly.

"Now how do we hope to accomplish this, you ask?  Well, achieving our goal isn't simple, but it is possible.  Thanks to recent advances in technology, we have been able to implant chips into the brains of these demons, rendering them unable to hurt humans without experiencing severe pain.  Once they are rendered relatively harmless, we are able to release them back into society, allowing them to live their lives until we 'call' for them.

"When we are ready, we will send a homing signal to the chip, drawing the demons to the location we have chosen as our base.  If they consider trying to fight us, our ability to give them incredible levels of pain will certainly be a persuasive argument against it.

"To date, we have been able to implant this chip into over a thousand demons before releasing them back into the wild, so to speak, until they are needed.  Our goal is to have a potential army of over three thousand before we are ready to put them into use.

"Once they go into battle, we can disable the chip, or certain functions of it, so that they can once again harm humans without pain.  When their mission is fulfilled, we can again activate the pain circuits, placing them again under our control.

Willow stared at Spike in horror as she processed the words she had read.  They could activate that chip at any time, forcing Spike to seek them out, whether he wanted to or not.  Whether it was nighttime or not.

But why hadn't they sent out that homing signal already and brought Spike back into their clutches?  They knew he was out there loose, even if he *was* unable to bite.  But the answer came to her just before she asked the question aloud:  there must not be a way to activate just one of the chips.  If they sent the homing signal, ALL the demons would return 'home' to roost.  It was an all-or-nothing proposition, and the Initiative didn't want to risk the attention they might attract until they were ready to make their move.

Spike's face shut down completely as he began to understand the enormity of what had been done to him.  And what could still be done.  If the numbers were updated recently, then Project Initiative was only about a third of the way to their target number of three thousand.  But once they reached that number.

Willow watched her sire helplessly.  She wanted to reach out to him, to tell him that everything would be all right, but vague platitudes would only piss him off, and she knew enough about him to understand that.

Laying her head on his shoulder, she leaned into him, trying to comfort him with her touch.  She waited silently for him to speak.

"Fuck," he whispered softly, and then went silent again.

They sat that way for several minutes, each of them trying to think of the right thing to say.

"Now we just have an added incentive to get this done quickly," Willow said finally, relieved when Spike simply nodded.

She was used to seeing him angry; his wild gesticulations, his piercing looks, and his loud words were things she could deal with.  But to see him so quiet, so.stunned, that frightened her just a little bit more than his anger did.

"Let's see what else this website can tell us," Willow decided, clicking quickly on the 'Technology' link.

This page was again mostly text, with links to other sites with more text.  The long hours at the computer were starting to wear on her, and all of the words began to run together.  Trying to concentrate as best she could, Willow clicked on a link labeled 'schematics.'

As the page loaded, Willow and Spike exchanged glances of surprise and optimism.  "Is this what I think it is?" he asked, hope beginning to build reluctantly in his voice.

"Floor plans, anyone?" Willow quipped, watching with relief as Spike's face suddenly took on a much more enthusiastic expression.

"Hell, yeah," he said softly, awe filling his voice.  "Pet, I think we just hit the jackpot."

Willow smiled as she clicked the 'print' button, moving quickly from one blueprint to the next.  Within minutes she had a dozen pages of color schematics spread out before her, watching as Spike cheerfully taped them together.  A larger, more complete look at the facility was coming together, although it would take some time to analyze all the information.  But it was a promising start.

Air ducts, wiring, tunnels, security, it was all marked clearly for anyone who wanted to look at it.  "Are they really this stupid?" Willow wondered aloud.

"Probably not stupid.  Just put too much stock in their 'superior technology.'  They never thought anybody would ever see this stuff.  Never figured on someone like you," he added affectionately, a fair amount of pride slipping through as well.

"Their overconfidence will be their downfall," she murmured, staring once again at the computer screen.

"You keep looking for anything else that might help.  I'm going to give the poof a call.  Fuck that 'waiting a couple of days' shit.we've got all the information we need right here."

Willow half-listened as Spike called his sire, smiling at the enthusiasm in his voice as he told Angel of their discovery.  But soon she began to tune him out, as she went back to the very first webpage, and in a methodical manner, began to print out each and every page on the website.  Who knew what tomorrow might bring?  There was every possible chance that someone might figure out that they had been compromised, and by tomorrow morning the site could disappear as if it had never existed.  Best not to take any chances.

Finding herself back on the 'Technology' page, Willow began to check out some of the links she had passed over before, again printing out the pages for later perusal.  She stopped completely, her eyes scanning the room anxiously for Spike, when she realized that the page she was on right at that very moment contained a working diagram of, and instructions for disabling, his chip.

~Part: 33~

Willow stared at the webpage in front of her, her brain racing a mile a minute.  Here it was, in black and white-and a little bit of purple and teal as well-the answer to all of Spike's problems.  The instructions for disabling his chip.

Willow listened to Spike in the other room while the blond talked to his sire in L.A.  They seemed to be arguing, and Willow took the moment to save the information on the webpage onto her hard drive.  She named it something vague.'backup.'  That seemed innocuous enough.  Then she hid that file deep within her program files, somewhere nobody would ever think to look.

Why didn't she yell for him?  Why not call him over, show him what she had found, and let him take it from there?  Willow pondered the question for a moment, but she really knew the answer already.

It was Spike.

How many times had he threatened Giles, Xander, and especially Buffy?  Too many times now-she had lost track.  But the chip kept him in line.  Kept him from killing them all.

What would happen if the chip was no longer an issue?

Willow sucked in a shaky breath, commanding her hands not to tremble, and her mind to stay on task as she finished printing out the rest of the information on the website.  She had to think this through, and she couldn't do it right now.  Not while he was so close, and the information so fresh.

Later, when he was asleep, when they lay next to each other in their bed, she would figure it out.  Figure out a way to get rid of Spike's chip, and yet keep her friends alive and well.

For now, she just had to keep him from figuring it out.  Which meant lying.  Which meant she was screwed.

Her thoughts were chaotic when Spike stalked back into the dining room, the phone still gripped tightly in his hand.  She watched as his jaw clenched and then unclenched, a testament to the anger he was undoubtedly still feeling. Apparently the conversation with Angel had not gone the way he had wanted it to.

"Find anything else?" he growled, slamming the phone back onto the receiver with a definite 'crack.'

Willow couldn't help it, she jumped at the sound.  His tone had been so angry, so primitive, coupled with the sharp sound of the phone, that she just couldn't stop herself.  She wondered what had happened between Spike and his sire to put him in such a mood.

"No, not really, just more stuff.  Lots and lots of stuff.  See, I printed it out," she grabbed the papers, thrusting them at him in an attempt to take his attention off of her obvious discomfort.  Damn her nerves.

Spike looked at her for a moment, then cocked his head to the side as he considered her behavior.  "You've been listening in again, haven't you?"  He was curious now, his anger seeming to have evaporated.

Willow cringed.  No, she hadn't been listening in; she hadn't been paying attention to their discussion at all.  But admitting to eavesdropping was easier than the alternative, so she did her best to look guilty-not terribly difficult at this point-and hung her head down, eyes staring at the floor.

Spike took the gesture at face value.  "Then you already know that Angel will be here, night after next, to have a look at what we've found.  Would rather he came by tomorrow night, but the stupid poof had some kind of world-saving thing to do."

Ah, so that explained the anger.  Spike was eager to come up with a plan, and Angel was making him wait a day.  Her sire was not long on patience, hence the angry frustration.

Breathing an internal sigh of relief, Willow couldn't believe her luck.  She hadn't had to lie to him, not exactly.  And she had bought herself a day during which she could consider her options.

Really, it was a pretty simple decision.  Tell Spike, or don't tell Spike.  Not that complicated.  It was the consequences that she wanted to consider before she said anything.  If he did anything to Buffy.

Buffy!  Tomorrow evening-she was coming over, along with everyone else.  "Oh, about tomorrow night."

Irritation swam in his eyes as he slid them over her. "Yeah?"

"I, um, kinda invited Buffy and the gang over for a research meeting tomorrow.  Or maybe it was a party.  I'm not sure.  But either way, they'll be here.  I just thought I'd, well, warn you."

"Oh goody, I can't wait," he groused, his voice dripping with sarcasm.  He thought quickly of a half-dozen other places he would need to be tomorrow night.  Maybe he could just hang out upstairs and study some of that information she had printed out.  But then the lure of kitten-poker reared its charming head, and he began to wonder if little Buffy would be up for a hand or two.

Willow continued to eye him surreptitiously from her seat in front of the computer, studying his expression.

"Fine, I'll make myself scarce," Spike agreed, trying not to feel offended at the grateful smile she offered him.  It wasn't a personal thing, he knew.  She was simply a born peacemaker, and she knew that if he was home when her friends were here, things would not be.well, peaceful.

~~~*~~~

Willow's mind raced as she lay in bed, thoughts coming fast and furious as she tried to come up with a way out of her dilemma.

The thing that bothered her most about it was that she had nobody to go to for advice.  She couldn't ask Buffy or any of her friends.  Even if she could explain it to them in broad enough terms that they didn't catch on to what she was asking, she knew what their answer would be.  Spike was a killer.  He had always been a killer, and as soon as the chip was out, he would be a killer again.  To them it was purely black and white.

Willow was afraid they might be right.  But she also recognized that he couldn't change who he was.  He was a vampire, and drinking blood was, to him, as normal as eating a cow was to a human.  It was just that none of her friends were cows.

What if she could make him promise not to hurt them?  Would he keep to his promise?  She trusted him-with some things.  But this thing, this was a big one.  Did she really trust him that much?  And what if she was wrong?  Was she willing to gamble her friends' lives on her intuition?  On her surety that Spike would do what he promised, even when Xander and Buffy provoked him beyond reason?

These thoughts swirled around in her head, dulling her senses, until she finally dropped off into a restless sleep.

~~~*~~~

Willow dreamed in color.  She didn't think she had before, as a human, but she did now.

She wished she didn't.  That way she wouldn't see the blood of her best friend gleaming bright crimson; wouldn't see the warmth as it faded out of his soft brown eyes, leaving them dark and empty.  And most of all, she wished she couldn't see the cold blue of the killer's eyes as he surveyed the blood-splattered room with homicidal glee, searching for his next victim.

Those sharp eyes missed nothing as they settled upon her, filling quickly with excitement and lust.

Willow stood transfixed at the sight of his blood-stained lips, contrasting so sharply with his pale flesh.  A twisted smile split his face as his eyes bored into hers, mocking, punishing, and angry.

"Once a killer, always a killer, pet," he drawled, watching with amusement as the words hit home, and she turned to flee.

She was too slow.  Always too slow.  Even though she was a vampire now, he could still easily outrun her.  He would capture her effortlessly, and she knew it, even as she threw every last ounce of energy into her desperate flight.

But no matter how far she ran, no matter which direction she went, she always came back to Spike, waiting for her, watching her with those wintry blue eyes.

"Fancy a kiss, luv?" her sire asked, tilting his head in that way he had, the one she had always found rather child-like and endearing.  Now it just made her body tremble in fear.

Suddenly unable to move, glued to the floor of her dream world, Willow struggled futilely as he moved closer, Xander's blood dripping from his impossibly sharp fangs.  He smiled, but this time there was a cruelty to the tilt of his mouth that promised her nothing but pain and suffering at his hands.

Willow screamed again and again as he reached her, his hands grabbing her by the upper arms and shaking her firmly.

"Willow?  Childe?  Wake up."

The words came from somewhere far away, a mere tickling of her consciousness.  Then she heard them again, louder and more solid, and realized that she was being saved from Spike.by Spike.  The irony was not lost on her, as she wrenched her eyes open, throwing her body out of sleep and into consciousness.

But this Spike was different from the monster in her nightmare.  When she looked into his eyes now, they held nothing of the ruthless killer.  Instead, she saw compassion and-was that affection?

"Bad one, huh?" he asked carefully, releasing his hold on her arms as he noted the confusion still heavy in her eyes.

Willow simply nodded; she still did not trust herself to speak.

"S'okay," he mumbled, laying back down and turning on his side to face her.  "Wanna, well, talk about it?"

That was most certainly the last thing she wanted to do, so she shook her head solemnly.  "Thanks, but-I'm okay.  Thank you for waking me up, though."

"Any time," he agreed, adopting her serious tone.  The urge to comfort her was stronger than expected, but he knew that even if he offered more, pressed her, that she would simply push him away.  Damned stubborn, she was.  Reminded him a bit of himself.

"Go back to sleep, then," he said finally, giving her one last searching look before rolling over and following his own advice.

Willow watched him as he slept, afraid to close her eyes to images of a nightmarish future.

Which one was the real Spike, she wondered.  Was he still the cold heartless killer of her dreams?  Or had he changed?

Buffy, Giles, and the others, they all believed that the chip served as nothing more than an electronic leash.  That without it, he would return to being the vicious killer he always had been.

Willow was beginning to wonder if they were wrong.  Sure, Spike could be annoying, stubborn, quick to anger, and even sometimes downright unpleasant to be around.

But then there were the times when she could swear that he was different.  That maybe he cared what she thought and felt.

And then there was that night he had held her and made love to her, banishing her demons and her fears and helping her to heal.  Those weren't the actions of a soulless killer.

Spike the irredeemable killer?  Or Spike the vampire on a path towards redemption?  Which one of them was he?  Or was he something else, some sort of in-between creature who could still go either way?

She had to figure out the answer to that question.  Her friends' lives depended on it.

~Part: 34~

Willow's mood the next evening was anything but chipper.  Spike had been antsy all afternoon; annoying and combative and just plain *mean*, really.  The minute the sun fell below the horizon he headed for the door, tossed out a terse, "Later," and then slammed the door behind him.

Willow admitted to herself that she probably hadn't been the best company today either.  Most of the day had been spent in her own personal version of hell, her mind playing out scenario after scenario where she told Spike she could disable his chip.  They all played like a bad horror movie.  His responses varied, ranging from homicidal glee to thundering rage.

But then she thought about not telling him, and things got even worse.  She imagined Spike, answering the call of the chip during the day, turning to dust before her eyes.  Or sometimes she would envision him fighting in a demon army in some far away land, angry and bitter and hurting, and she would know that it was all her fault.

It was a choice, pure and simple:  the life of her sire, or the lives of her friends.  It was like a multiple-choice question, but 'all of the above' didn't seem to be one of the options.

Willow wandered into the kitchen, grabbing a mug and a packet of blood and sloshing one into the other.  Pig's blood was vile when it was cold; it was only slightly more palatable when warm, but when it was your only option, you made the best of it.

Human food was delicious, and the flavors intense, but she soon learned that it did nothing to curb the intense hunger that burned in her veins; only drinking blood could do that.

She was curious about the taste of human blood.  On some level she understood that it was not something she could take through violence, but if it was offered willingly, that would be different.  However she really couldn't see going up to Xander and asking if he would let her take a little nibble, so who knew if she would ever get a chance to taste it.

Images of Xander tore at her heart.  She saw him in her dream again, as the light of life leached from his eyes, leaving them dull and empty.  And it was Spike who had done it.  Always Spike.

Sitting on the couch, she thought about it again, her mind running in circles as it always came up with the same answer:  no matter what she chose, somebody would die.

By the time the phone rang, Willow's anxiety had worked itself into a pretzel so twisted that even Hercules would have been unable to set it to rights.

She grabbed the phone out of habit, without giving a thought to who might be on the other end of the line.

"Hello?" she asked, her voice uncertain and tremulous.

"Willow?"

It was Angel, of course.  He had an uncanny ability to sense when she was at her worst, and always seemed to choose that exact moment to call.  Not that he did it on purpose-her grandsire seemed oddly uncomfortable when dealing with others' feelings and emotions.  If there was a problem, he was more than happy to figure out the answer and work to fix it.  But dealing with the messy emotional aftermath was another matter altogether.

"Hi, Angel."  She forced the trappings of happiness into her greeting, hoping she could dissuade him from the inevitable question of-

"What's wrong, Willow?"

Drat.  Nope, not good enough.  Never good enough, she thought glumly.

"Nothing," she replied nervously.  "Nothing at all," she added, just in case he hadn't bought it the first time.

Willow had the oddest impression that he was growling at her. And then the long-suffering sigh made her realize that he was probably doing his best to keep his temper in check.  He might be a champion for the Powers that Be, but that didn't mean he was always patient.

"Tell me what's wrong.  Now," he growled, the commanding tone of voice sending shivers up her spine.  "Tell me now, or I will drive out there and beat it out of Spike."

For a moment Willow allowed herself the luxury of imagining the confusion on Spike's face as Angel attempted to beat him for something that he hadn't even done.  Although it wasn't terribly nice to Spike, Willow did get a tiny thrill out of the idea.

"No-Spike didn't do anything.  This isn't about him," she answered, thinking furiously to come up with any excuse that would appease the other vampire.

Again she heard the sigh, and then Angel's voice came to her, quietly, more sympathetically this time.  "What's the problem then, childe?  Why are you so upset?"

And yet she still couldn't tell him.  She ached to, though.  How wonderful it would be to put this burden squarely on someone else's shoulders.  Let them make all the difficult decisions.

"I can't," Willow whispered forlornly.  "I just.I can't.  You'd-" You would make me tell Spike, she thought.

Angel was right behind her on the train of thought.  "I'd tell Spike.  That's it, isn't it?  You're hiding something from him, and you're afraid he'll find out."

Silence greeted his query, but Angel knew he was right.  But what could it possibly be?  As far as he knew, she didn't go out alone, so there was no way she could find something out without Spike knowing it as well.  Unless.

"You found something else on that webpage," he stated, thinking aloud.  The sudden catch of breath that he heard on the other end of the line confirmed that he was on the right track.

He felt for her; she seemed so alone and probably wanted badly to confide in someone.  If he guessed her secret, if he was even close, she would probably tell him the whole thing.

So she was on the website, and she found out something that she was afraid to tell Spike.  When he thought about it like that, the answer seemed glaringly obvious.  It could only be one thing.  "You figured out how to disable the chip."  It was a statement, not a question, and the certainty rang in his voice.

Silence greeted his pronouncement.  It stretched on for an eternity.  At least thirty seconds passed before he heard the sound of sniffling, and a softly whispered, "Uh-huh."

"You didn't tell him."  He considered that for a moment, fighting the instinct to be angry with her.  "Why not, Willow?  You have the key to the one thing he wants most in life.  Why didn't you tell him?"

"Why do you think?" she shot back angrily, tension making her voice sound thin and brittle.  "You, more than anyone, should understand."  Her voice cracked slightly on the last word, and somehow he knew that she was crying.  "She'd kill him.  Or he'd kill her.  Either way, I would lose someone I-someone I cared about."

Angel winced at the hopelessness he heard in her voice.  She believed what she said, that much was obvious.  In her mind it was a foregone conclusion that Spike without a chip would mean a dead Buffy.  Or a dusted sire.

"Willow," he called, his voice gentle and calming.  He received no reply, except for some soft hiccups.  He tried again.  "Childe, it doesn't have to be like that."

"Of course it does," she insisted sadly.  "She'll go after him the minute she knows he's feeding again.  Or-or, he'll go after her.  Because she hasn't been nice to him!  None of us have, not particularly.  Not that he made it easy to be nice to him, but that doesn't change things much, because we could have-"

"Willow!" Calm authority colored his tone, and her frantic voice stopped.  Relaxation and comfort flowed through her, and she realized that he was using their bond.  It felt nice, but she couldn't shake the fact that it was artificial.  It wasn't real.  He was using it to control her, and the fact bothered her.

"Yeah?"

"It will be okay.  I'll make it okay.  He won't hurt them.  I won't let him."

"But he-"

"Do you trust me, childe?"

His voice was stern and demanding now.  It was like playing good cop/bad cop with Jeckyll and Hyde.  She never really knew what to expect from him.  One moment he was acting like her friend, the next he was doing and saying things that reminded her of the odd bond between them.

"Sometimes," she said quietly.

He sighed, wishing he could be in Sunnydale.  She needed to learn to trust him, and to trust Spike.  There were so many ways he could help her, both in understanding her sire, and in living with her demon.  But circumstances made it difficult for him to get away for more than a day at a time.  Even if he could, Angel doubted that Spike would welcome his return.  They seemed to be participating in an unspoken truce at the moment, but his childe was unpredictable.  Just how long the truce would last, and how far Spike was willing to let it go, were questions for which he didn't have an answer.

"You'll tell him tomorrow night, when I'm there.  We'll deal with it together.  Okay?"

"Okay."  The words were softly spoken, but he heard the improvement in her voice.  She was still scared, but she would trust him, just a bit.  Angel hoped he and Spike wouldn't end up letting her down.

~~~*~~~

The ding-dong of the doorbell brought Willow out of her gloomy thoughts.  A quick look at the clock confirmed that it was later than she had realized.  It was probably Buffy at the door, along with the rest of the gang, for their "research party."

"Coming!" she called out, as she rushed to the door, doing her best to leave her troubles behind her.  Tonight it was just her and her friends; no thoughts of chips or commandos or homicidal vampires allowed.

She opened the door to Buffy, who was attempting to balance two six-packs of pop on top of several boxes of pizza.  "Just how many people are going to be here tonight?" Willow asked incredulously as she grabbed the cans off of the boxes, helping her friend into the living room.

Buffy grinned at her, then rolled her eyes over to Xander, who made a beeline to the boxes, leaving Anya, whose arms were laden with grocery bags, to struggle to close the door behind her.

"Oh yeah," Willow said, giving a mock grimace, "I forgot about the incredible Hoover that is Xander Harris."

"He's quite a skilled eater," Anya agreed matter-of-factly, placing her bags on the coffee table next to the pizza.  She snagged a piece herself, then plopped down on a chair.

"He needs all the extra energy though," she continued.  "I'm sick of him complaining that he's too tired at night.  That's the only time he and I can really-"

"And that concludes the 'too much information' portion of the evening," Buffy interrupted quickly, grabbing a piece of pizza and throwing herself onto the sofa next to Willow.  Xander decided to stay on the floor next to the coffee table, since it was the closest to the pizza.

Anya had brought some key lime cheesecake for dessert, and without even touching the pizza, Willow dug into the cheesecake.  She adored the combination of sweet sugary goodness mixed with the sour lime.  It seemed odd; that combination had never appealed to her much before, but now, with her new and improved taste buds, it was like her mouth was trying to pucker and salivate at the same time, and she just loved it.

"Yummmmm," she sighed, closing her eyes and relaxing back into the couch, ignoring everything except the way that the flavors exploded on her tongue.

"Enjoying yourself much?" Buffy teased, butting Willow's shoulder with her head, then laughing as the redhead's eyes flew open.

Willow spied Anya, who was staring at her curiously.  "What?" she asked warily, wondering what it was that the other woman thought she saw.

"Oh, just thinking.  Trying to figure something out."  She continued to stare at Willow for a moment, watching the look of almost sexual satisfaction she received from the cheesecake as it faded from the vampire's eyes.

A slow sly smile crossed Anya's lips.  "I know what it is," she sang in her 'I've got a secret' voice.

Buffy and Xander took turns staring, first at Anya, and then at Willow, as the latter cringed and tried to disappear into the couch.  Willow knew exactly what it was that Anya had figured out, and it was just a matter of time before the rest of them knew it as well.  Something on her face must have given away the fact that she and Spike had had sex.  Maybe Anya had used one of those ex-vengeance demon skills to figure it out?

"So?" Buffy asked curiously.  "What gives?  Ya gonna share your secret with the rest of the class?"

"Sure," Anya agreed eagerly, leaning forward and putting her elbows on her knees.  "It's just like I said would happen.  Willow and Spike are-"

"Playing chess," Willow blurted out, squirming in her seat as all eyes turned to her.  "He's-he's teaching me how to play chess."  Okay, so she had been playing chess for years, and Spike had never played, as far as she knew.  But Anya didn't have to know that.

Anya gave Willow a puzzled look.  "No, they're not playing chess.  I mean, maybe they are.  They could be, I guess.  But mostly they're-"

"Chess-chess is good," Buffy agreed hurriedly, having figured out where Anya was going with this.  "It's like, a game.  Of skill," she nodded knowingly.  "And thinking, and lots of other stuff.  So yeah, good for the brain."  She shot Willow a look that said, 'Sorry, that's all I've got,' and then reached to the table and grabbed another slice of pizza.

Her puzzled look having evolved into a full-fledged pout, Anya stared sadly at Xander.  "How come nobody ever wants to talk about sex?" she asked dejectedly.  She did, however, get a small amount of pleasure when Xander finally realized that what they had all been talking about was not-in fact-chess, and began to choke on what would turn out to be his final piece of pizza for the night.

~Part: 35~

"So, you and Spike, huh?" Buffy prompted quietly, dancing carefully around a subject about which she felt extremely uncomfortable.

It was just Buffy and Willow now, kicking back together in the living room.  Xander and Anya had left a few minutes ago to indulge in some 'private time,' as Xander called it.  Anya, meanwhile, rolled her eyes behind his back and mouthed the word 'orgasm' to the two women, as if they hadn't already figured out Xander's none-too-subtle euphemism.

Willow watched her friend, wondering why she was taking this particular conversational path.  They had always maintained an uneasy truce when it came to the subject of her sire, sort of their own private version of the 'don't ask, don't tell,' policy.  But tonight Buffy seemed determined to get to the bottom of this whole 'sex' thing.  Willow sensed that it was something she had wanted to talk about for some time, but Anya's awkward announcement tonight had been the catalyst that led them to this discussion.

Thanks, Anya, she thought bitterly.  I hope Xander's impotent tonight, and isn't able to give you *any* orgasms.  She giggled slightly at the thought, and then felt terribly guilty for wishing such a terrible thing on Xander.

She wished she could run and hide from all these questions, questions to which she didn't know the answers.  The person she used to be wouldn't have slept with Spike.  Some days it was easy to accept the fact that she was changing, and other days it felt like a heavy weight crushing her.  But Buffy.would her friend be able to accept the fact that Willow's life was evolving in a way that they could never have foreseen?

"Yeah, uh, me and Spike.  Well, we.yeah."  Willow sighed, annoyed at her inability to say anything more.  That was about as close as she could get to an explanation at the moment, and it was woefully inadequate.

Buffy gave her a look that spoke volumes.  She was confused and uncertain.  There was an obvious need to pick at the situation and classify it as something.  Was it something good, something bad, or did it exist in that grey area in between?

"So-was it, like, a vampire thing?"

The temptation was there to simply agree with Buffy's suggestion.  It would certainly make life easier.  Blame it on being a vampire, something that her friend would never understand, and leave it at that.

But that wouldn't be the truth.

"It was-well, it was kind of a Willow and Spike thing," she answered at last, knowing that the answer would be insufficient.

"He didn't-I mean.you wanted to, right?  He didn't pressure you or anything?"  Buffy stumbled over the words, frustrated that she couldn't come out and ask exactly what she wanted.

"Oh no," Willow denied, an unexpected loyalty making her words feel forced and rushed.  "This was-he wouldn't, I mean, he would never do anything like that!"

Her friend's face radiated confusion and skepticism.  How could she make Buffy understand?  "Spike is.well, he's my sire.  He wouldn't do that to me.  He just wouldn't."

If anything, Buffy looked even more uncertain.  "But, Angelus was Drusilla's sire; and look what he did to her."

Willow cringed as she realized that Buffy had a point.  "I guess Spike's just not like that.  Maybe he used to be, but.not now.  I mean, sure, he's kinda gruff and maybe he comes across sometimes as moody, but when you guys aren't around, he can be pretty wonderful.  Or an asshole.  It kind of varies."  She gave a lopsided smile at that, as if recalling a private memory.

Buffy considered the possibility of the Spike that Willow described; the asshole part she could believe, but the rest she wasn't so certain about.  Spike, cast in the role of a gruff but loveable father-figure was more than she could reasonably be expected to accept, in her opinion.

The blonde sighed; once upon a time there would have been nothing she and Willow couldn't talk about.  Now, it felt like they were on opposite sides, separated by a yawning chasm.  Willow's status as a vampire came with so much subtext that Buffy was afraid she would never understand it all no matter how hard she tried.  Was Willow's life simply littered with things she would never comprehend unless she was in the same situation?

"This is hard," Buffy admitted, giving yet another sigh, accompanied by an uncertain smile.  "I feel like you live this whole other life, and I'll never quite get it."

Willow nodded, smiling when Buffy rested her head on Willow's shoulder.  The casual physical contact was welcome; it warmed Willow physically and emotionally, and reminded her of the simple fact that good friends would persevere, no matter how weird things got.

"I know.  It's just, everything is so different.  I mean, there's a lot of things that I expected would be different.  Like the fast reflexes and the extra-wonderful senses, and the disgusting taste that is pig's blood."  Buffy lifted her head off of Willow's shoulder to show the redhead her 'ick-face,' then set it back down again.

"I guess we just need to remember that lots of stuff is the same, huh?" Buffy asked, hoping that they would always be willing to make the effort for each other.  Willow was the only true 'girl' friend she had found since becoming a Slayer, and despite their differences, she didn't want to lose that closeness.

"If you can, then yeah, that would be cool," Willow agreed.

"So you and Spike," Buffy said again, lifting her head from Willow's shoulder and bringing the conversation back to where it had started.  "What does it mean, exactly?  Are you, like, a couple now?"

Willow's eyes grew wide and she shook her head emphatically.  "No way!  Definitely not.  This was just a one-time thing."

"That bad, huh?" Buffy teased lightly.  She had always wondered about Spike, even back in the days when he was constantly trying to kill them.  He had often exuded that cocky, 'I am evil, therefore I am sexy,' vibe.  A part of her that she kept hidden, the bit that sometimes longed for death and an ending to her life as a slayer, had wondered if the vampire was as good of a lover as his persona seemed to suggest.

The redhead smiled at Buffy, a mysterious smile that spoke of needs satisfied and itches scratched, and Buffy decided that Spike probably *was* as good as he liked to think he was.

"Okay, that smile tells me all I need to know," she answered, slightly embarrassed, as if she had been given a glimpse into something she should not have seen.  "Well, maybe except why you're not going to do it again.  Not," she added hastily, "that I'm questioning your decision."

"I'm.I'm not sure," Willow admitted.  "I mean, I guess because it has to do with the fact that it's more than just sex.  It's about being a vampire, and him being my sire, and acknowledging all of those things, which I'm not really ready to do."

Her eyes took on a far-away look, as if she was trying to explain a completely new emotion without the words to do it properly.  "It's like, if I admit that he's my sire, then there are-expectations.  Emotional ones, especially.  Like I kinda belong to him on a physical and emotional level.  And I can't quite get past that whole 'owning' thing.  I mean, I was raised to be independent.  Sheila Rosenberg's daughter had the strength and intelligence to be whomever she wanted to be.  But as a vampire, none of that matters.  I'm just Spike's childe.  All that other stuff means nothing at all.  To other vampires, I mean."

Buffy considered that for a moment.  She could understand why Willow felt the way she did-ownership of a woman by a man was a concept that seemed outrageous to her, although she knew that not so many decades past it would have been commonplace.  "So, what does Spike think of all this?  Is he upset that you, well, won't let him.own you?"

Willow's eyes clouded with uncertainty.  "I'm not sure; that's the problem.  Well, one of the problems, I guess.  Sometimes he can be all, 'do as I say-ey,' you know? But then I find out later that he usually has a good reason.  But compared to how other vampires are, like how Angelus was especially, he's-well, he's pretty cool."

"That's because he knows that if he steps out of line, we'll kick his ass," Buffy reminded her.  "That chip, it keeps him under control."

But what if he didn't have the chip?  And suddenly Willow's mind was back to where it spent most of its time these days, back to the place where Spike lived without a chip, and killed them all.  Or didn't.  But which way would he go?

"Well, I'd better get going," Buffy said, getting up and pulling a pair of fluffy pink gloves out of her pants pocket.  There was a crisp snap in the air, and the blonde had used that as an excuse to take Riley glove shopping.  Mittens would have been her preference-they were cuter-but it was pretty hard to grab a stake when you were wearing mittens.

"Okay.  I'll see ya in a couple of days?  I still have to hear the rest about your Riley date-age."

Buffy's eyes grew wide and excited as she remembered her date.  "That's right!  We never quite got to that, did we?  Well, what are you doing tomorrow night?"

Eep!  Tomorrow night was their big strategy session with Angel.  Something that Buffy *definitely* could not know about.  "Um, actually Spike wants me to go out with him tomorrow.  We're doing.vampire things.  You know, like fighting, and stalking, and.stuff.  But no killing!  Just stalking."

Buffy laughed at her friend's hurried description.  "Don't worry, Willow.  I know you'd never hurt a fly."  She gave the redhead a quick hug as she opened the front door.  "I trust you."

The casually spoken words of faith sent a bolt of guilt through Willow.  Buffy trusted her.  Suddenly all the things she was keeping from her best friend welled up inside her and clamored to be let loose.

But she smashed them down relentlessly, knowing that if she told Buffy the truth about everything that was going on in her life, her friend would be hurt, not to mention confused and conflicted.  It was for the best, for all of them.

Willow just wondered if Buffy would see it that way, when she finally came face-to-face with the truth.

~~~*~~~

Spike stayed out most of the night, finally slipping in the front door just before the sky lightened with the approaching dawn.  The house was quiet, so he crept up the stairs, shedding his clothes haphazardly like leather and cloth breadcrumbs as he made his way to the bedroom.

His childe lay curled peacefully in their bed, apparently free of whatever nightmares had plagued her the previous evening.  He was glad to see that; she had seemed moody and distracted yesterday, and he wondered if the dreams were responsible for that.  Standing over her, he traced the edge of her cheekbone gently with one finger, watching as she shifted slightly in her sleep.

She had never been this peaceful in life; there had always been a drive, a need to accomplish, to do something, to be.more.  Whether it was what she wanted, or what someone else wanted, she had always been striving for something.  Even during the rare times when she had fallen asleep during research sessions, so completely exhausted that she couldn't hold her head up any longer, she had still seemed so driven.  But now, tonight, she appeared oddly at peace.  The realization comforted him, although he couldn't guess why that might be.

Her eyes opened suddenly, and she caught him, his finger still resting lightly on her cheek.  Sleepy eyes blinked once, twice, and then she murmured, "Angel called; he'll be by tomorrow as planned."  Her words were slurred by sleep, and her eyes drifted shut almost as soon as she finished delivering her message.

"G'night, pet," Spike sighed, walking around to his side of the bed and slipping quickly between the covers.  He smiled slightly when she rolled towards him, her body coming to rest next to his.

~Part: 36~

Willow rearranged the magazines on the coffee table for what must have been the tenth time in as many minutes.  Spike watched bemusedly from the dining room table, where he had spent most of the afternoon studying the information that had been printed off the Initiative's website.

She had seemed edgy and distracted for the last couple of days, and Spike was beginning to wonder if there was more to it than just nervous excitement at the thought of taking down their enemies.  He questioned her about it, and listened as she denied it to his face, in that way she had that made him want to believe the opposite of whatever she told him.

The doorbell rang, and Willow jumped up from her perch on the couch, opening the door and ushering Angel inside to the accompaniment of quickly-spoken pleasantries.

"Blood?  Would you like some, I mean?"  She was halfway to the kitchen before Angel could answer, and in the end he decided not to bother.  Obviously she was on edge, and giving her something to do might allow her to relax.

"Angel," Spike said, by way of a greeting, tearing his attention away from the printed papers long enough to turn in his seat and acknowledge his sire.

"Spike," Angel answered, looking over his childe's shoulder at the papers spread out over the table.  "What exactly have you got here?"

Willow returned with a mug of warm blood, and he nodded his thanks.  "This pile here," she said, taking up the explanations, "this is the general information.  Location, personnel, the scope and aims of the project.  Probably most of this stuff Spike told you over the phone."

"And these?" he asked, glancing at the taped together pages that covered the majority of the dining room table.

"Those are the keys to the castle," Spike said, his face set into lines of deep concentration.  "Floor plans, security cameras, air ducts, electrical infrastructure, you name it, it's all here.  We just need to figure out what we can do with it."

"Yeah?  Any ideas?"

Spike shrugged.  "Had some thoughts, but nothing solid.  Maybe if we could disable the security system, come in with force, do a little hand-to-hand?"

Angel considered it for a moment before shaking his head.  "Suicide.  Even if we could get in, and that's a big if, they've probably got hundreds of foot soldiers in there.  We'd never get past them all."

The blond knew Angel was right, but nothing else was coming to mind.  "Got any suggestions?"

Angel shook his head slowly.  "Too early yet.  I'll need to study this some more."  He circled the table slowly, as if considering the plans from every angle.  A straight-forward assault with a large force was out of the question.  A small force wouldn't work either.  In what he admitted was a brief moment of jealous pettiness, Angel considered Buffy's new friend, wondering if they could use him to get in.  But the idea was quickly discarded when he thought about how much it would complicate things between him and Buffy.  And Willow and Buffy as well, he supposed.  Besides, even if they did get in, how would they stop the soldiers that were sure to lurk inside?

"How do we incapacitate them without opening ourselves up to attack?" he murmured, hand on his chin, forefinger on the tip of his nose.  Classic thinking pose.  If only it would yield some sort of result.

"Oh," it wasn't even really a word, just the suggestion of a sound, as Willow's eyes grew wide and excited.  "I might have something."

The two vampires waited curiously, until they saw Willow's face fall, the excitement flowing out of her eyes.  "Oh.never mind," she said, shaking her head dejectedly.

"What was it, pet?"

"I-I thought I had an idea, but it won't work.  At least, I don't think so."  She continued to frown, fighting to work it out in her head.

"Why don't you tell us, and maybe we can figure it out?" Angel suggested.

Willow walked along the table, head down, running her finger lightly over the floor plans, tracing the path of what turned out to be one of the air ducts.  "I was just thinking.maybe we could use these.  The air ducts," she explained, looking up to capture the eyes of the two elder vampires.

"Go on." Spike encouraged, unsure of her intent.  Surely she couldn't expect them to climb through the ducts in order to get into the Initiative?  Even with vampire stealth they'd be way too noisy.

"Well, I was thinking that we could use some sort of gas.  Something poisonous, you know?  I-" her voice faltered, a battle raging between soul and demon at the thought of taking human lives.  "I dunno," she murmured, stopping suddenly and bringing her eyes to meet Angel's.  "This is so hard."

A war was taking place within her, one that she hadn't expected, or even considered before.  People would die.  Because of something she was going to do.  In some ways the thought excited her; she would hold human lives in her hands, and then crush them in her grip.  They were evil.  They deserved everything they got.  And they would do the same to her, or worse, if they could.

But they were humans.  And the fact that she could consider taking human lives so casually frightened her.  Had she changed so much already that killing meant so little to her?

Spike frowned.  "What do you mean?" he asked, watching her changing expression cautiously.  "What's hard?"

The words confused her momentarily, until she realized that he hadn't understood her.  Of course Spike didn't get it.he didn't have a soul.  He didn't have that little voice that kept her awake at night, pecking away at her resolve, making self-preservation seem selfish, if others had to die in order for her to live.

Except that she wasn't really alive to begin with.

Immaterial, the demon insisted.  She had been.  Would still be, if it weren't for the Initiative.  Willow looked up, sensing both vampires' eyes on her.  "Sorry," she muttered.  "I'm just not comfortable with the whole casual killing thing yet."

Angel's eyes held understanding and support.  "I know," he agreed, considering her silently for a moment.  "If--if it's any consolation, it does get--easier."

That's what I'm afraid of, she thought morosely.  She didn't want to say the words aloud, but she suspected Angel would understand anyway.

Spike remained silent.  He didn't comprehend the enormity of her despair, and she could understand that.  He had no soul, and his humanity was nothing but a murky memory.  He cared no more for a human life than he would a pet or a houseplant.

And maybe he was right.  Humans were responsible for torturing and killing her; maybe they weren't worthy of the consideration she afforded them simply because they were human.

And so the debate raged on.

"Your idea might work."

The words dragged her back to the here and now, and Willow quickly looked to Spike for an explanation.

"What you said before, about using a gas.  We could cook up something like that.  Something odorless and colorless.  Send it through the ventilation system.  By the time the soldier boys figured out what was happening, it would be too late."

"Yeah.yeah," Angel nodded, agreeing thoughtfully as he eyed the floor plan once more.   "This looks like the command center," he said, his finger pointing to a small room.  All of the wiring seemed to loop back to that single room.  And that had to mean something.

"Um, uh huh," Willow agreed, as she studied the paper more closely.  "All the phone lines and wiring run through here.  Probably got their servers, routers, phone lines, all of that terminates here.  If we could get into this room, I could bring down their network.  Turn off everything except the ventilation.  And if all the locks are controlled by keycards, which I'm betting they are, then they'd be trapped.  They wouldn't stand a chance."

"Bet you could open the doors to all those cages from there too," Spike agreed, his face lighting up with glee at the thought of the chaos they could cause.  "Anyone who didn't bite it from the gas would die just as surely when one of their 'guests' tore him from limb to limb."

Willow flinched slightly, Spike's words reminding her that this was not some garden party that they were planning.  But it needed to be done.  Concentrate on the mission.  On the goals.  On having a life again.

"But we still need a way in," Angel mused.  "Any suggestions?"

A devilish smile crept slowly over Spike's face.  It was a smile that both Angel and Willow knew meant trouble, although for entirely different reasons.  For Angel it was a reminder of late nights, early mornings, and the screams of victims who had endured more than they could take.  For Willow, it merely meant that Spike was going to say something that she was pretty sure she didn't want to hear.  He had a plan, but what would be the cost?

"We could always ask Buffy's little boy toy to give us the magic word," Spike suggested.  "'Course, he might need a little special.persuasion."  Again he showed them the smile that personified chaos and evil.

"No!" Not Riley, Willow thought.  Not someone she knew.

Angel discarded the idea immediately.  No, they wouldn't use Buffy's new friend.  That would add complications that he didn't want to deal with.  But Spike's plan wasn't without merit.  "One of the others?"

Willow turned away from them, staring blindly towards the kitchen as she tried to come to terms with what they were suggesting.

The Initiative members would all die anyway, she reminded herself.  Whether it happened in the underground compound, the victim of a poisonous gas, or whether it was here, a couple of days earlier, really didn't matter all that much.  Did it?

Okay, she could deal with that.  Kind of.  It was the torture, the 'persuasion' that Spike suggested, that was more than she could accept.  Death was one thing.  Hurting someone who was helpless, that was something else.

Willow remembered the feel of hands on her body, hurting her, cutting her, killing her.  The pain and fear and hate slammed into her like a freight train, reminding her of why they were doing this.  She pushed it all aside, locking it into a space in her mind where she put the things that were too painful to dwell on.  She could do this.  She needed to do this.  She *would* do it.

But.

"Couldn't you just turn them?  Instead of torturing?  It would be.nicer.  Wouldn't it?"

Spike considered it.  Would it really be nicer to turn someone into a vampire, to make them a demon without a conscience?  He supposed it depended on your point of view, really.

"Actually.that's not such a bad idea," Angel said slowly.  While he questioned her motives, and the supposition that being a vampire was any better, or any worse, than being tortured, he had to admit that from their point of view, it would cut down on some of the complications.

They wouldn't have to take the time to torture whoever they took.  And Angel had no doubt that those soldiers could withstand a lot before they broke.  How many days would they waste waiting for the bastard to spill the beans?

But once a demon inhabited the body, it would tell all for its sire as quickly as it could.  It was that undeniable urge to please and score points with their maker.  Deception and treachery would not even be an issue.

He glanced curiously at Willow's back, wondering why she didn't seem to have that urge when it came to telling Spike about his chip.  Oh, she wanted to tell him, he knew that, but she had managed to keep quiet about it   Then again, she had plenty of incentives.

Willow wandered into the kitchen, barely listening as Angel and Spike made their plans.  There were two mugs to be washed, and she drew it out, making a simple task take much longer than it should have.  It was just easier that way, on her own private island of denial.

"Pet, c'mon in here."

A lull in the conversation, and Spike's quietly-spoken request, drew her back into the dining room.  She watched them emotionlessly, almost numb.

"Poof's gonna come back tomorrow night and help me nab one of them.  I figure we'll do it early, before they're out in numbers for their patrols.  Hide him up at the mansion, wait for him to wake up, all that stuff.  Then in three or four days we all get together again, see what we got out of him, figure out our options."

Willow nodded silently, somehow trying to pretend that this was something going on independent of her.

The two male vampires exchanged glances, both frowning.  "Are you sure you're up to this, Willow?  We could wait, or."

Willow shook off her silent reverie, trying to make herself look tough and determined.  "No, Angel.  I know we have to do this.  And quickly."  She cast a quick look at Spike.  "It's just-well, talking about it in the abstract was one thing.  Actually planning it is tougher.  But I can do it."  Her chin edged up slightly with determination.

Spike and Angel both had their doubts, but neither was willing to say anything just yet.  They would try to give her some time to adjust to the reality of their attack.

"There's something else, isn't there?" Angel prompted gently, watching Willow's eyes grow cautious as she discerned his meaning.

Willow turned to Spike, who gazed back at her curiously.  "Out with it then, pet.  What's on your mind?"

She had printed out the pages she had kept hidden from him earlier, the ones detailing the chip.  They had been thrust hastily in between the pages of Jane Eyre, on the bookshelf in her bedroom.  Although Spike might have found them eventually, for the short-term it seemed a decent hiding place.  "Um, I'll be right back," she said, running up the stairs to grab the hidden pages.

Spike and Angel were in the living room when she returned, standing and staring at each other uneasily across the width of the coffee table.  "I-I found something else on the site.  And-I didn't show it to you.  But you need to see it.  So, here."  She dropped the pages into his hands, and then stepped back into the dining room, as if feeling the need for some space.

Looking at the pages, it took a moment for Spike to figure out what he held.  "Fuck, these are-this is for my chip, isn't it?"

~Part: 37~

Spike stared at the papers he held, taking in the enormity of their meaning.  This was his chip.  It seemed impossible that something so small could fuck his life up so badly, but there it was.  And now he had the key to fixing it.

A tightly directed electro-magnetic pulse would do it, apparently.  He wasn't big on the science project stuff, but according to what the papers said, this pulse thing would fry the chip's circuits to hell, and he would be able to be a vampire again.  Yeah, he'd still have the chip in his head, but it would be nothing more than a useless lump of plastic.

But something was.off.  He sensed emotions swirling around him, seeping into him through the bond he shared with Willow, and the scents of her fear and uncertainty had his demon raging to be set free.  Something else was going on here, and his eyes settled on Willow.  Her body language screamed 'nervous'-it had for days-and she looked frightened.  Then a chilling thought occurred to him, and he finally put the pieces together.  She had found this two days ago.  She had discovered it, printed it out, and then deliberately hid it from him.

Anger began to churn beneath the surface, growing stronger minute by minute, and then leaping out of control when his eyes focused upon his sire.

"You knew."  The words were a statement, not a question.  Spike sensed no surprise or uncertainty from Angel, merely weary resignation.  "She didn't tell me, but she told you, didn't she?"

"DIDN'T SHE?" he roared, his face ugly and bitter, when Angel failed to answer him the first time.

The dark vampire merely nodded, his eyes shifting quickly back and forth between Spike, standing directly before him, and his grandchilde, who stood halfway between the dining room and the kitchen, shifting nervously from one foot to the other, as if ready to take off running at any moment.

Spike's attention flickered back to Willow, taking in her uneasy posture and frightened eyes.  "I can't believe you kept this from me.  From me!"  He raged at her, watching as she trembled slightly.  He was drunk on her fear, allowing it to spur him on.  "After everything I've done.  And-and all the things I haven't done too.  There were times when you really deserved a beating.  But I sat back and let you be, let you ADJUST, damn it.  And this is the way you thank me?  By lying to me!?  By betraying me?!"

Willow flinched at the angry words, tears threatening to spill.  His tone cut like a knife, doubly so because she knew he was right.  She *had* betrayed him.  It had been a choice between her friends and her sire, and she hadn't chosen him.  She could try to explain the extenuating circumstances, but somehow she doubted that Spike would be in the mood to listen, much less understand.

"She was scared, Spike.  Surely you can see that.  She still has.connections to humans, and she was afraid that you'd hurt them."  Angel's voice was quiet, placating, trying to pour water onto the fire that burned inside his childe.

But Spike was not ready to back down yet.  "I'm her damn sire.  She should trust me."  He turned to Willow, "Fuck, how many times do I have to prove it to you?  Over and over I've helped you, I've treated you fairly, and what do you do?  You screw me over!"

He heard the hurt and betrayal start to creep into his voice and tamped it down quickly, concentrating on the anger and bitterness.  His voice became low and cold, his eyes wintry as they bored into hers.  "You know what the Initiative is planning on doing with me; what their purpose is for their chipped 'hostiles.'  And yet you kept quiet because you were more worried about your little friends.  Well that's just fuckin' peachy."

"Childe," Angel growled the word, then almost took a step back when Spike trained those cold eyes on him.

"Don't you 'childe' me, you bastard.  You're as bad as she is," he replied scathingly, giving Willow a derisive look.  "You two probably had a nice little chat about it, deciding the best way to 'handle' me when you gave me the news.  You probably comforted her; told her that good ol' Angel would make everything all right.   Well hear this.  I will *not* be handled.  I'm William the Bloody, for fuck's sake."

Angel rushed the blond. Before Spike knew what hit him, his sire had him pinned against the wall of the dining room, his forearm pressing roughly against Spike's throat.  He pushed again, just to make sure he had Spike's attention.

"Angel-" Willow began anxiously, taking a tentative step towards them, but he merely shook his head at her, before turning his attention back to Spike.

"You can have your little temper tantrum if you want, if you figure you're entitled, or whatever, but I want to make one thing perfectly clear," he growled, jamming his forearm higher against Spike's throat as the blond rolled his eyes.  "You touch one hair on Buffy's head, or even Xander's, or anyone else she likes, or knows, or has even seen once in a crowd, and I'll stake you myself.  Do I make myself clear?"

And he could do it, too, Spike knew.  He was older, faster, and when properly motivated, just plain meaner.  Not that it really mattered.  "I wasn't gonna hurt them," he muttered, shaking off the face of the demon, which had appeared at the sight of his angry sire.

Angel gave him a faintly disbelieving look, but released him anyway, taking half a step back.  "And why would that be?  You suddenly found religion or something?  I know you, Spike.  You'll be feeding again in no time."

"Duh," he agreed petulantly, rolling his eyes again for emphasis.  "Damn right I'll be feeding.  You two may be content to live on that bagged shit, but I'm not."  He looked straight at Willow, and for just a moment they were alone in the room, with Angel on the outside, looking in.  "I won't hurt your friends.  They leave me alone, I'll leave them alone.  Simple as that."

A skeptical snort brought his attention back to Angel.  "You expect me to believe that, childe?  So tell me, why would you do something like that?"

Spike glanced at Willow, standing in the corner of the dining room, expressions of confusion and hope fighting for control.  "Because she needs them," he said calmly, his gaze sliding back to Angel's.  "They keep her on an even keel, ease her transition.  She needs that.  I'm not stupid, I can see it."

Angel's face went curiously blank as he watched his childe.  The odd thing was, he believed Spike.  An uncomfortable mountain of regret settled on his chest as he considered everything, as he realized how badly they had both misjudged Spike.

Oh, he had no doubt that given the opportunity, Spike would kill again.  Often, and with that homicidal glee that had always had Angelus rolling his eyes at his theatrics.  The boy was big with the 'overkill.'

No, what he had underestimated was just how much Spike understood the wants and needs of his childe.  And how much he was willing to give up to help her.  Oddly enough, it was something he had not anticipated.

Angelus had been a selfish and brutal sire.  A bastard, as Spike would gladly tell anyone.  And he would be right.  To his demon, childer were more or less a means to an end.  They strengthened the family, brought new skills and talent, and entertained one with their bodies and their screams during a long, boring day.  But to Angelus, the idea of caring for a childe, really caring for one, smacked of weakness.

Oh, Angelus had cared about Spike in his way.  But it was a selfish affection, based on lust and the power he held over his childe.  But this-this whatever it was between Spike and Willow-this was different.

It smacked of humanity and affection and.love?

Not that Angel hadn't seen it coming.  No, Spike had been lonely and bitter and wanting.  The gift of Willow had appeared in his life during a time when he was at loose ends, in need of a project, but even more importantly, someone to care about.  And Willow was very easy to care about.  But for Spike to have fallen so hard, so quickly; that was the part that surprised him.

"Nothing to say?" Spike challenged, trying to push down the waves of bitterness that threatened to overwhelm him.  "Fine with me.  You two can continue your little game of 'whose soul is better.'  I've got things to do."  He headed for the door, long strides moving him quickly away from the twin sources of his misery.

"Wait, Spike," Willow whispered, moving to stop him.  She placed a hand on his arm, drawing it back quickly as he turned and growled at her, yellow eyes swimming with hatred.  She jumped back, frightened by the intensity of the emotions she saw.

"I don't want to see you right now," he snarled, turning again and heading out the door.  The house shuddered from the force of the door slamming behind him, then seemed eerily silent after he was gone.

Willow stared at the door for a full minute, hoping desperately that it would open again, and that it would be Spike, giving her a chance to explain.

But what could she have said that would have wiped the anger from his face?  That she was scared for her friends?  That she would have told him eventually?  That keeping this from him had not been an easy decision to make?  No, none of those excuses would have carried much weight, not with his current mood.

She gazed forlornly at Angel, hoping that he could offer something, anything, that would make her feel just a little less empty inside.

"Well, that didn't go too badly," her grandsire declared somewhat optimistically, knowing as he said it that the words would be inadequate.

Angel watched on in uncomfortable helplessness as Willow burst into tears.

~Part: 38~

Angel let Willow cry, giving her the time she needed to release the tension and misery that had built up during the confrontation with Spike.  Besides, he didn't really know what else to do.

He gave her a good ten minutes to get it out of her system, watching as she sat at the dining room table, her face buried in her hands, shoulders shaking slightly as she wept.  Then his impatience started to kick in.  It was not in his nature to wallow in a problem.  Find the problem, analyze the problem and solve the problem.  That was the way to do it.  Wallowing and obsessing over it did not fit into his equation.  It accomplished nothing.

Oh sure, brooding was good and fine.  But brooding was done over things already past, mistakes already made.  That was different.  At least, that was his take on it.

"Willow," he called softly, looking for a response from the redhead.  But she didn't make a move in his direction, didn't acknowledge him at all.

"Willow."  A touch more emphasis this time, the words said a little louder.  But still no reaction from the young vampire.

Was she ignoring him?  Or just so wrapped up in her misery that his existence didn't even register with her?

"Snap out of it, Willow.  That's enough," he said sharply.

The words hit her with almost physical force.  Her head jerked up, watery eyes staring at him accusingly.

"What?  Did you think Spike would just laugh this off?  He's upset.  Even has a right to be, for once."

The accusation in her eyes faded, and Willow nodded miserably, acknowledging the truth of his words.  "I just.he was so angry.  I knew he'd be angry, but he almost seemed.hurt."  She closed her eyes wearily as the last half hour played itself in her mind over and over, a continuous loop of misery and accusation.

"How do I fix it?"

Her eyes searched his out, drawing them in.  He fought the impulse to hold her and comfort her until she was the cheerful young woman he remembered, but he resisted.  Instead, he crossed his arms over his chest and looked down at her, searching his mind for something to tell her.

"You can't fix it.  Just leave him alone," he said finally.  "Let him get over it.  He'll just need time.  And some space."  Angel had witnessed some of Spike's more spectacular snits.  Entire villages had fallen under his wrath, bodies drained and beaten, buildings smoldering, lives ended forever because of the simple fact that Spike was in a foul mood.

Willow looked like she wanted to argue with him. "You can't fix this, Willow," he insisted, trying to convince her.  "You go after him, you'll only piss him off more."

"More?  There's a *more*?"  Her eyes got big and frightened at the thought.

Angel nodded solemnly.  "I've seen him." he hesitated.  There was no reason to give her a summary of one of Spike's rather infamous temper tantrums.  The last thing she needed was a nightmare.  "I've seen things that make tonight seem like the tantrums of a child."

Admittedly, that was all before the chip.  As impossible as it seemed, Spike did appear to have mellowed.  Although whether the change was the result of the chip, or of his new status as a sire, Angel couldn't decide.

This time, he suspected that copious amounts of alcohol would be used to improve his childe's mood.  Maybe a sympathetic ear would be sought.  Those were really the only options open to Spike.

"Does he have any friends?  Anyone he'd go to?"  Instinct told him to back away from this problem and leave it alone, but for some reason he couldn't.

Willow tried to think back, her mind searching for any name Spike might have mentioned in a less than negative way.  She came up blank, shaking her head.  "He likes to play poker.  But.I don't know where.  Or with whom.  Maybe Willy would know?"

Angel nodded.  He would check Willy's on the way out of town.  Drink and a sympathetic ear, those would be Spike's priorities.  If he could find them both in the same place, he would probably head there.

"I have to go now, Willow.  It's late.  Are you going to be okay here?"

"Yeah, I'm good.  Well, good-ish.  I just.I don't know what to do when he gets back.  If he's still angry.  You know?"

The pain in her eyes was obvious, and Angel wished he could do something substantial to help, instead of just spinning vague platitudes.  But this was something that she and Spike would have to figure out for themselves.

"He cares about you, childe.  Remember that.  Whatever happens, whatever he does, concentrate on that."

~~~*~~~

Angel's words rang in her ears long after he left, and Willow wondered exactly what lay beneath the obvious meaning.  Did Angel think that Spike would hurt her?  Was he-could he possibly be that angry?

Morning was quickly approaching, and as it did, Willow's nervousness rose in response.  Where was he?  Was this his way of punishing her?  Making her worry about him, about where he was, and whether he was safe?

Time crept along, minute by excruciating minute, and still no Spike.  Weariness made her eyes long to close as she stretched out on the couch, clinging to consciousness.  And still no Spike.

At long last, the sun edged above the horizon, and Willow, who had moved her vigil to the window, released the curtain hurriedly.  There were lots of shade trees in the yard that were supposed to keep sunlight from hitting the windows directly, but all the shadows and darkness and sunlight stuff was still so new, and Willow didn't want to take any chances.  It would be.embarrassing to go all dusty when safely inside her own home.

Besides, Spike wasn't here.

Where was he?  She was certain now that he was somewhere else, spending the day away-away from her.

Did he hate her that much, so much that he was willing to scare her by not coming home?  Leaving her to worry about him, fear for him, *care* about him.  Damn him!

Willow tried using the bond but got absolutely nowhere.  She flailed around in the dark emptiness, but could find no trace of him.  But if he were-gone, somehow, a victim of the sun, or a stake, then she would know it.  Wouldn't she?

Scenarios ran through her mind, each new one more miserable than the last, until finally, a couple of hours after sunrise, she conceded that he wasn't coming home, and that there was nothing she could do about it.  So she curled up on the couch, left the phone on the table next to her, and drifted off into a fitful sleep.

~~~*~~~

"Sure you don't mind the company?" Spike yelled out from the couch of his old crypt, taking a slug of whiskey from the bottle he held, and then placing it precariously on the pile of old magazines on top of the coffee table.  He was halfway to rip-roaring drunk, and planned on reaching that destination as quickly as possible.

In his desperation to be anywhere but wherever Willow was, he had headed back to the only place he could think of:  his old stomping grounds.  Finding Clem there had surprised him, but not unpleasantly.  The demon could be pretty decent company.

"You kidding?  I'm glad to have a visitor.  Things get pretty dull when you live alone, you know?  Besides, this used to be your place.  Least I can do is let you hang out for a couple of days."

Clem's head poked up from the hole in the floor that lead downstairs, a goofy smile splitting his face.  Apparently the demon had moved in the day after Spike left.  Fortunately for Spike, he didn't seem to mind having a visitor.

"You know," he added, heading into the makeshift kitchen, "if you want to talk, I'm a pretty good listener.  Part-time bartender at Willy's, you know?  I've heard a *lot* of crazy stories in my time."

Spike smiled at the other demon's attempt at world-weary sophistication.  He happened to know for a fact that Clem had never ventured outside Sunnydale city limits.  Then again, lots of weird shit happened in Sunnydale, he reminded himself.

"'S complicated," Spike mumbled, hoping Clem would take the hint and abandon the subject.

"Always is," he agreed amiably, as the smell of microwave popcorn began to scent the air.  "Bet this has to do with that little childe you made yourself, huh?  She's a cutie, but I'm still not clear on how you managed to turn one of the Slayer's friends without ending up with a stake in your chest.  I'm betting there's a story to that."

Spike grunted, eyeing the bowl of popcorn that Clem now held.  Sitting up, he made room for his temporary roommate, who sat down next to him, placing the bowl of popcorn between them.

Well if the bloke was gonna bribe him with popcorn, maybe he could be a little more sociable.  "She was dying.  The Watcher asked me to do it.  Don't ask why, I haven't the foggiest.  Guess maybe he had some noble idea of saving her.  Giving her a 'normal life.'  Might have been kinder to let her go," he mumbled.

"So why'd you do it?  If you don't mind my asking?"

Spike tried hard to come up with a response to that one.  He'd been trying to figure it out himself for a couple of weeks now.  "Hell, I dunno," he confessed, running his hands over his face wearily.  "She was kinda cute, I guess.  And maybe I'm still smart enough to know a meal ticket when I see one."

There was more to it than that and they both knew it, although they maintained the illusion that Spike was a badass, selfish vampire with an eye for the main chance.  It made Spike feel better.

"Maybe I saw a chance to tweak the Slayer's nose a little bit too," Spike admitted.  Bloody bint was always so high and mighty, but now he had something she had always thought of as hers.  Not that he would ever stop Willow from seeing her friends, but still, it *was* at his discretion that they were allowed to see her.  At least that was what he liked to tell himself.

He frowned at the direction his thoughts took him.  Did Willow sense that part of him?  That willingness to use her as a pawn just so he could play power games with the Slayer?  Was that part of the reason why she didn't trust him?

"And tonight?" Clem asked, pulling the vampire from his thoughts.

"Tonight?  Oh, it was just bloody perfect. I found out she betrayed me.  With my own sire," he declared, the beginnings of righteous indignation stirring again beneath the alcohol-induced haze.

Spike forced himself to relax the tension building inside, grabbing his bottle and taking another long swig.  He held the bottle in front of him, watching the liquid slosh around inside.  Would he have enough to dull the pain, he wondered.

"Oh jeez, man.  That's just rough.  I mean-for them to.yeah, that's really not cool at all."  Clem, at a loss for words, started throwing out clichés left and right.  "I mean, who can you trust these days, huh?  And the boyfriend, he's always the last to know."

Spike sensed that Clem didn't really grasp the nature of Willow's betrayal, and he sure as hell considered himself more than some lovesick puppy-dog boyfriend, but he was too tired, and possibly too drunk, to want to get into it all tonight.  Instead, he leaned his head back and closed his eyes, letting the familiarity of the crypt surround him, forcing him to relax.

Clem ate his popcorn in silence.  When Spike started snoring softly, he decided that the vampire had had a rough night, and left him to enjoy his rest, heading downstairs for a nice game of solitaire.

~Part: 39~

It was late afternoon, and Spike could feel the approaching sunset somewhere deep inside, like an alarm clock for the undead.  Time to get up and make a call, he decided.  Just because he hated his childe and his sire didn't mean he was going to pass on getting this chip out.

They had an Initiative boy to turn tonight.

Peaches would have to drain him.  Spike suspected that Angel had already thought about that and was probably brooding his little heart out at this very moment.  Speaking of which.

He borrowed Clem's cell phone, punching Angel's number into the keypad and hitting send.

"Yeah?" Angel sounded tired and slightly uneasy, and Spike imagined proudly that, as he had guessed, Angel had probably spent the morning in full brood mode.

"Peaches.  It's the apple of your eye."  Hell, enough of the 'fruit' metaphors.  He was gonna sound like a ponce.  Plus, he was still angry at the git.  "Meet me at the mansion tonight for our little extra-curricular activity."

"'Kay," the other vampire replied, still sounding less than sharp.  There was a pause, and then, "You talk to Willow yet?"

"No."  His response was sharp and bitter and to the point.

"She was worried.  Crying.  You should really-"

"Tonight at eight.  Alone," Spike said pointedly.  "She doesn't get involved in this.  Too complicated.  I see her, and I'm gone."

Spike didn't wait for Angel to respond.  He hit 'end' and the phone went silent.

Stretching out comfortably on the couch, he let his mind wander, trying to decide where the best place would be to find a soldier-boy all alone.  Should they try the dorms?  Maybe the campus?  Or should they be a bit more daring and stake out one of the cemeteries?  They were sure to find one of them there, but it might be a case of biting off more than they could chew.  Since Angel was the only one who could actually fight those bastards, it would be one against however many soldiers they came across.  Still, as long as it was only two or three of them, his money was still on Angel.

~~~*~~~

"Well you look like crap."

Cordelia Chase, the Queen of Blunt.  Angel worked up a glimmer of a smile at the thought.  Sure, she could be a pain in the ass sometimes, but you never had any doubt of where you stood when you were with Cordelia.  She always made her thoughts painfully clear.

"So where were you last night?"

Aaah, prying.  Another of her many talents.  Most people just decided it was easier to tell her what she wanted to know up-front, rather than undergo one of her question and answer sessions.  The Spanish Inquisition had nothing on Cordelia.

"I was in Sunnydale," he replied wearily, making for the coffee.  Experience told him that it was bound to be vile.  Cordelia's coffee resembled mud more than coffee, most days.  But he and Doyle had discovered that it possessed the strength of four 'normal' cups of coffee, so at least there was *some* advantage to it.  You just had to get past the taste.  Somehow.

He grabbed a donut as well, alternating sips of coffee with bites of sugary confection.  As long as the donut supply outweighed the coffee supply, they should be okay.  The fact that there were no more donuts in the box made him a little uneasy though.

"Sure spendin' a lot of time in Sunnydale, aren't you?" Doyle remarked, breezing into the office with another box of donuts.

Doyle was a good man to have around in a coffee crisis.

"Yeah," Angel sighed.  "And I'll be going back tonight."

"So what is Buffy's big problem?  She's got a Watcher and all her little friends.  Why does she need you too?  Doesn't she know we're trying to run a business here?"  Cordelia still held a bit of animosity towards the Sunnydale crew, and Buffy in particular.

Angel hadn't told his co-workers about Willow.  The timing hadn't been right, and besides, he still wasn't sure how this was all going to play out.  He would have liked to present them with a done deal.  A story with a beginning and an ending.  But he wouldn't be able to hold them off any longer.  They deserved to know now.

He sank down into the one chair in the room, looking up at the other two calmly.  "This is-well, it's not about Buffy."

Cordelia's look was skeptical, while Doyle merely looked intrigued.

"Okay, here's the deal."  And he told them.  About how Spike found Willow, and Giles asked Spike to turn her, restoring her soul permanently while they waited for her to rise.  And all the rest of it too:  the Initiative, the chip, the plans for the 'hostiles' under their control.  He left nothing out, except that he was a bit vague when it came to describing the relationship between Willow and Spike.  They didn't need to know *everything*, he figured.

When he was finished, he watched them process his words, waiting for one of them to speak.  Cordelia looked.concerned.  Her brow was furrowed and her expression guarded.  Angel knew her well enough to sense that she had reservations about his plans for the Initiative.

Doyle's expression had gone from shocked, to mildly amused, to downright horrified.  The fact that he was half-demon made this all hit a little closer to home for him.

"I don't like it.  You can't do this, Angel."

Yes, Cordelia had 'blunt' down.  Angel wished she would work a bit more on 'compassion' now.  "And why is that, Cordelia?"

"Hello?  Killing humans.  I mean, yeah, they're not particularly nice humans, but they're still humans.  Killing them is wrong, remember?"  She walked over to him and knocked on his chest with her fist, as if she were rapping on a door.  "Is this thing still working, soulboy?"

Doyle hid a smile at her antics, but his expression was still somber.  "Have you forgotten what they did to this Willow?  And the demons?  There are good demons out there too, you know."  Maybe he sounded a little defensive, but Cordelia didn't notice.

"Well, sure, what they did to Willow was horrible," she agreed, giving a reflexive shiver at the thought.  "But that was just a few guys.  You don't have to go after them all!"

Angel was surprised to hear Cordelia dismiss what happened to Willow as if it had been a cut or a scrape.  "How can you say that?  She's your friend.  I would think you'd be feeling a little something here besides, well, nothing."

"Friend?  Remember me, the girl with rebar through the stomach?  I was in the hospital for a week!  And all because *she* had to make with the smoochies with MY boyfriend.  Although considering I was dating Xander, I guess she did me a favor.  But still, with friends like that.well, I don't need to finish that thought, do I?"  Her eyes narrowed, blazing with anger as she relived the experience.

"For god's sake, Cordelia, that was two years ago.  Yeah, it was terrible what happened, but you need to get the hell over it.  Besides, it wasn't as if she *meant* for you to end up in the hospital.  She and Xander were afraid for their lives."  Because of Spike, he recalled.  Pretty funny how things worked out, when you thought about it.

Doyle watched their exchange curiously.  Whenever he heard snippets about their lives in Sunnydale, it was like finding another piece to the puzzle that was Angel.

"I want to help," he blurted out, watching as Angel turn to look at him.

"No.  This is not your problem.  I'm just.you deserved to know about it, and I'm telling you.  I'm not soliciting help."

"Doesn't matter why you told me.  You did.  And what these people are doing is wrong.  If they were killing the evil demons, like a Slayer would, then that would be one thing.  But using them as pawns, sending them to fight a battle that they're too cowardly to fight themselves, that's just wrong.  And it needs to be stopped."

"Okay, I can see where the 'needs to be stopped' thing comes in," Cordelia jumped in, turning to look at Doyle, and then back at Angel, "but there are other ways to go about this.  Killing them all is NOT the way to do it."

"Oh, sure, I guess we can just write to our local Congressman, right?  Because I'm sure he's well aware of the goings-on in Sunnydale.  Get real, Cordelia," Angel snapped, jumping to his feet, the chair clattering behind him at the sudden movement.  "These people are above the law.  They're off the books, operating in the shadows.  The only way they're going to stop is if *we* stop them."

"Huh!" A quick toss of her head was Cordelia's only reply.  Giving them both what she thought was a damning glance, she headed out the door.

The two men watched her go, but neither made an effort to stop her.  She had a right to her own opinions, but her view of the world was limited, and they both knew it.

"So when do we take them down?" Doyle asked, drawing Angel's attention back to him.

"*We* don't.  I was serious, Doyle.  You're not involved in this."

Doyle simply shook his head.  "Not going to work.  I'm half demon.  I have as much right to fight this fight as you do.  Now either you're going to tell me what I can do to help, or I'll head out to Sunnydale and do some sniffing around myself."

Angel glared at the other man, but the fact was, he had a point.  He was as vested in this as Angel was, now that he was aware of it.  If Doyle wanted to fight this fight with him, then there was little that Angel could do to stop him.

"I need you to be here, to take care of Cordelia," he tried one last gambit.  "If-if things go wrong, then someone needs to be in L.A. to do what needs to be done here."

"If I'm with you, there is less chance that things *will* go bad," Doyle countered easily.  His charm and brogue weren't going to win this argument, but he had logic on his side.  He just had to convince his hard-headed boss of that fact.

Angel grabbed another donut, sinking his teeth into it viciously as he tried to figure out a way to make Doyle abandon his quest.  "Cordelia's against this," he reminded his friend, playing on Doyle's feelings for the girl.

"Yeah?  Too bad."  And then, with a deft change of subject, "So how are we getting into the facility?  I'm guessing it won't be simple.  They've got to have some pretty hard-core security systems in place."

"Yeah," Angel frowned.  They had only a rudimentary plan at this point.  Hopefully after tonight they would have a better idea of what they were up against.  "Willow found some floor plans that should help.  Then tonight we hope to.find out a bit more about their security system."

Doyle tilted his head and regarded Angel with serious eyes.  "And just how do you propose to do that?"

Angel's face took on a blank look that Doyle knew fairly well.  "I don't wanna know, do I?" he asked.

The vampire shook his head solemnly.

"Well all right then, I can deal with that.  But can you?  This is going to be a case of 'the ends justifies the means,' isn't it?  Are you going to be cool with that?"

Angel shrugged.  "It's self-preservation.  Maybe they haven't been hunting us yet, but L.A. is full of demons, and if this little plan of theirs is successful, they'll come for us eventually.  We need to stop it now, while it's small and we still can.  If that means I have a couple of bad nights and some guilt to work through, then that's what happens."  He took another swig of coffee and grimaced slightly.  "I'm not happy with it, but I'll do it, because it has to be done."

Doyle nodded, guessing that Angel would have more than a couple of bad nights, but he knew that the vampire was right.  And that was why he would help.  "Do you need any help tonight?  I can come along."

Angel gave a quick shake of his head.  "I think we're okay.  I'll let you know when we've got a plan in place," Angel added, a tacit acknowledgement of acceptance.

"Okay.  Good luck tonight, then."

~~~*~~~

After a long night, and an even longer morning, Willow was still deep in sleep when the phone rang.

"Spi-um, hello?"

"Sorry, just me."  It was Angel, and he sounded tired.

"Angel?  You okay?  You don't sound so great."

The sound of his rueful laughter reached her ears.

"I'm okay, Willow.  How are you?"  He neglected to mention that she didn't sound so hot herself.

"Um, okay.  Tired.  Worried.  I was hoping." she trailed off, but Angel understood.

"He called me half an hour ago.  He's fine.  Probably hid out somewhere last night and drank himself into a stupor."  There had been no evidence of drink in his voice when Spike called, but Angel understood his childe well enough to know that alcohol had been imbibed the previous evening.

"Why did he call you?" The phrase 'and not me' wasn't spoken aloud, but they both heard it.

Why else?  "To make sure I was still coming tonight so we can get things taken care of."  He cringed at the use of the euphemism.  Willow knew exactly what they were going to do.  Sugar-coating it was unnecessary.  She still held that quality that made him want to protect her, as she had when she was human.  It was odd, and a little disconcerting.  Was it a knee-jerk reaction to the fact that she was still Buffy's friend?  Or was it because she was Spike's childe now, and connected to him in yet another way?

"Well," there was silence for a moment, and Angel imagined he could see her biting her lip, wanting and yet not wanting to ask the next question.  "Where should I meet you guys tonight?"

"Spike and I will handle it," Angel answered, mindful of Spike's instructions to him earlier.  She was not to be there.  He wondered if Spike made that demand to protect himself, or to protect her.  It didn't matter, really.  Her ambivalence towards the project made her more of a liability than an asset.

He heard a sigh, probably of relief, from the other end of the phone.  "Thanks, Angel.  But-I would, if you needed me.  You know?  If you change your mind."

Angel knew she would have helped, if asked, and that was all the more reason to shield her from the darker side of their life for as long as he possibly could.  A part of him hoped that she would never become hard and bitter, a casual participant and observer of violence.  The soul would never make it easy, but sometimes even those with souls could do terrible things.

~Part: 40~

Spike paced the floor of the mansion, attempting to wear a path in the stone hallway that led from the front door to the parlor.  It was just after eight o'clock.  He knew that Angel would be there eventually, but the waiting was starting to get to him.  Every minute he spent with the chip in his head was another minute closer to his possible demise.

Lights from an approaching car cast ominous shadows across the room, and Spike smiled in the darkness.  It was time.  Leaving the silence of the empty house, the blond closed the door behind him and made his way to the car.

"'Bout time you got here," he grumbled as he slid into the passenger seat.  He cast a glance at the other vampire, taking in the clenched jaw and allowing it to lighten his mood.

"So sorry to have ruined your evening," Angel snarled in response.

Slamming the car into reverse, he backed down the long driveway and out onto the deserted street.

"So where do you think we should start this?" Angel asked.

Spike hadn't come to any firm conclusions on where to look, although he had given the idea some thought.  "We do it on campus, we're likely to come across a group of one or two only.  We do it at a cemetery, we'll probably find them more quickly, but in larger numbers.  Plus, there's a chance we could run into the Slayer."  Neither of them wanted that.

"Campus it is, then," Angel agreed, turning onto one of the busy north-south streets that he knew would take them to the outskirts of UC Sunnydale.

They drove on in silence.  Angel had many things he wanted to say to his childe, but knew that Spike would not want to hear them.  "What now?" he asked finally, as they reached one of the large parking lots adjacent to the campus.

The lot was nearly empty.  Only a half-dozen cars were parked there, and several of them had the look of abandoned property.  With any luck, a new temporary addition to the lot would not be noticed.

"Now we wander, I suppose.  Wish I had thought to dress the part.  Letterman jacket, t-shirt, whatever."  He gave Angel an appraising look.  "You look bloody silly with that jacket on."

Angel glared at him, then pulled back the flaps of the jacket, sticking his hand inside and pulling out what appeared to be a gun.  Spike looked curiously at the object, then at Angel.

"Shoots tranqs," he explained.  "We find someone, identify them, and let them have it.  If there are two of them, we shoot them both, then drag one of them back with us and leave the other there to sleep it off."

Spike had to admit that the idea made sense.  It cut down on the hand-to-hand, and made the capture silent and quick.  "Not bad," he allowed, unwilling to heap too much praise on his partner.

Angel grinned, looking like a child showing off a new toy.  "Doyle got it for me.  Thought it might come in handy."

"That the feisty li'l guy who was there last time I was in L.A.?"

Angel nodded, working hard to push away images of Spike's last visit to Los Angeles.  "C'mon, let's go this way.  I think I hear someone."

They slipped silently through the night until they came across a young couple wandering along one of the many paths that bisected the campus.  The male's arm was thrown casually around a young sorority girl's shoulders, and the conversation consisted mostly of a discussion about which one of them loved the other one more.

Spike made a gagging sound, pretending to retch at their sugary words.  "Enough to give me diabetes," he groaned.  Angel nodded his agreement, and they left the couple to their sickening display, heading back in the general direction of Angel's car.

An hour passed, and ten o'clock was looming before them.  Angel had hoped to find someone quickly, since there was still much that needed to be done before he had to make the long drive back to Los Angeles.   He was about to suggest that they try their luck somewhere else, when the sounds of two male voices reached his ears.

"Hey dude, yeah, sounds like a plan.  Gotta do one more quick sweep or Walsh will have my hide.  You head back to the house and I'll catch up with you later."

The two vampires silently moved towards the voices, mindful of the trouble they would be in if they were discovered.  Only Angel was capable of fighting, and if their activities were revealed, the rest of the Initiative's forces were only a walkie-talkie's call away.  Neither vampire had any interest in spending time with their enemy.

The mention of the name Walsh left them in little doubt that the conversation they were listening to had nothing to do with innocent children playing games with sex.  These were two adults who were involved in a much more serious activity.

They watched the two strangers part, one moving north, the other heading south towards the frat houses.  When they felt certain that the other soldier was out of hearing range, Angel simply took out his tranquilizer gun and shot a dart into their prey.  The boy fell to the ground without making a sound.  There was no hint of breath, no hiss of a walkie-talkie, no heartbeats to be heard, other than that of their victim.  They were safe, as long as they could get their captive into the car without attracting any attention.

"Like shooting fish in a barrel," Angel murmured, slightly disappointed at the lack of finesse required.  Point and shoot; he didn't even have to aim.

"Probably just as well," Spike commented.  "You never could aim for shit."

"Hey, Buffy." Willow ushered her friend into the house, quickly grabbing the chips and salsa left over from their get-together a couple of nights ago.  "Here, food!" she exclaimed, setting it down on the coffee table and joining Buffy on the couch.

"Hi, Wills." Buffy grabbed a tortilla chip and scooped up some of the spicy salsa.  "I never had a chance to tell you about my date, so I thought I'd drop by.  But if you and Spike are in the middle of something." the words trailed off as she saw a sudden flash of pain on Willow's face, quickly hidden.

"Sure," the redhead chirped, bouncing slightly on the couch, before turning her body to face her friend.  "So where did you guys go?"

"Whoah!  No you don't, missy.  I saw that thing you did when I mentioned Spike."

"What thing?  I didn't do a thing.  Nope, no thing going on here."

"Willow," Buffy sighed, an understanding smile on her face, "you know that whenever you deny something so strongly, it just convinces me that I'm on to something.  Now spill it!"

Willow's face fell, but she remained silent.  There was nothing she could tell Buffy.  Any attempt at a real explanation would involve discussions about behavior modification chips and angry sires, and the fact that, as they spoke, Spike and Angel were stalking a human being, with the intention of killing and turning him.

No, that was not a discussion she wanted to get into with Buffy.

"I don't really want to talk about it, okay?  Spike and I just had a fi-a difference of opinion.  He sort of stormed out, that's all."  She neglected to mention that Spike had stormed out last night, letting Buffy draw whatever conclusions she chose.

"What did you guys fight about?"

Willow smiled wearily.  Buffy could be like a dog with a bone when she sensed something was wrong.  "Nothing interesting.  And no, he didn't hurt me, and he wasn't mean to me."  Not any more than she deserved, at least.  "So now that we've got that covered," she added cheerfully, "let's talk about your date, huh?"

Buffy knew she wasn't getting the whole story, but Willow obviously didn't want to talk about it, and from the look on her face, she wasn't going to spill any more details than she already had.

"Well," the blonde began, allowing a dreamy smile to settle on her face, "we started out at Figaro's.  You know, that little Italian place on Bayview Street?  It was really quiet, and almost just the two of us.  So we talked for a while."

"Did you wear the outfit?  The blue silk blouse? And the black pants?" Willow asked excitedly.

"Yep.  And he told me I looked 'extremely kiss-able.'  Yep, he actually said that."  And proved it later, but she didn't add that part.

Willow grinned, allowing the simple discussion to distract her from her own more complicated problems.  "So, what did you talk about?"

"Oh, classes.  Family.  College.  You know, the usual first-date stuff," Buffy explained.  "And guess what?" she added.  "He thinks I'm funny!"

Willow raised a curious eyebrow.

"Oh, I've had guys think I'm 'peculiar' funny before, but I've never had one think I was actually humorously-type funny.  And he does!"  She stopped for a moment, grabbing another chip and popping it into her mouth.  "I told him the joke Xander told us.  You know, the one about the garbage truck and the food processor?  And he laughed.  And I think he even meant it!"

Willow smiled at her friend's excitement, although there was a certain element of uneasiness as well that she kept hidden.  Riley sounded like a nice guy.  In fact, he had always been very nice to her as well.  But, and it was a *big* but, he was a member of the Initiative.  Was he just an innocent pawn in their plans, or did the affable and friendly demeanor hide a much more dangerous Riley?  Willow wished she knew the answer to that question.

"So then we went to see a movie.  You know, the new Merchant/Ivory one.  Definitely a chick flick, but he was very nice and never even made the snoring noises like Xander does.  And then afterwards we went out for coffee.  It was.nice," Buffy finished, that dreamy smile still firmly affixed to her lips.

"That's really neat, Buffy.  Sounds like you had a great time.  So are you going to go out again?"

Buffy chewed her bottom lip, a sure sign of uncertainty.  "I dunno, Will.  I mean, he said he'd call, but, well, we all know how that goes."

They both remembered Buffy's last attempt at a romantic relationship with Parker, the commitment-phobic freak, and his classic kiss-off to Buffy of, 'I'll call you.'

"Some guys just give that phrase a bad reputation," Willow assured her friend.  "99.99 percent of the time, it means exactly what it says.  He'll call you.  It's just a few poop-heads, who shall remain nameless, that can ruin a perfectly nice phrase like that for the rest of us."

Buffy's face brightened into a smile again, and she eagerly settled back to tell Willow more details about her evening.

It was well past midnight before the two vampires dragged their prey into the mansion.  Angel had been stuck in brood mode since they tranquillized the soldier, and Spike had been equally silent, bothered by something that he had yet to share with his sire.

It was the scent of the third occupant of the car that had bothered him.  This person-this boy-was one of Willow's murderers.

He supposed he should have considered that this might happen.  But with everything else going on, the possibility had slipped his mind.  And now that it had happened, what was he going to do about it?  Tell Willow?  Not tell Willow?

In a very petty, cruel way, he wanted to play with her emotions the same way that she had played with his.  He could keep this information from her; spring it on her when it would do the most damage, and get his revenge.  A couple of years ago, with a different girl, he would have done just that.  But now, with Willow.

Thinking of her reaction to a situation had become almost second-nature to him.  It was odd, not to mention disconcerting.   Peaches would probably tell him that it was part of being a sire, although Spike had never noticed Angelus being particularly solicitous of his reactions or concerns.  Then again, Angelus was a bastard.  He, Spike, was not.

"Where should we do this?" Spike asked, the body a dead weight draped over his shoulder.

Angel shrugged.  "Basement?"

Spike nodded, making his way to the small staircase located behind the pantry.  Oh, this house held memories for him.  Probably did for Angel, too.  Life had been so different then.  So much better in some ways, but worse in others.  Better not to think about it.  He would have plenty of time to do so later.

They stood in the small room that had perhaps once functioned as a wine cellar.  The owners had been long gone when they had 'borrowed' the house a few years back.

Floor-to-ceiling shelves lined the walls of the room, except for on the far wall, which was adorned by a sturdy set of chains, set into the rock of the wall and the cement of the floor.  Spike knew from personal experience that the chains would hold whoever was placed in their care for as long as needed.  He suppressed a shiver of excitement.  Or maybe dread.  He wasn't quite sure.

Apparently the tranquilizer was starting to wear off, because the figure Spike had dumped onto the floor was beginning to stir.  He was secured tightly with ropes that immobilized his legs and arms, so Spike took the time to examine his victim.

The boy was tall-well over 6 ½ feet, with the kind of nondescript features that made him easy to overlook.  Short brown hair capped a blandly handsome face, and dark blue eyes that were beginning to look a bit frightened.  As well they should.

"What's your name?" Angel asked, squatting down beside the boy.

"Trevor," he mumbled, his eyes darting from place to place, examining the limits of his imprisonment like a rat looking for a way out of a maze.  "What do you want?"  He was scared, and willing to bargain.  Little did he know that the only thing they would accept, unconditional obedience, was not something he could give.  Not yet, anyway.

"What've you got to give?" Spike asked curiously, playing games with his prisoner.

"Let's get this over with," Angel growled, glaring at Spike, then turning back to the captive.  Fangs and ridges were barely visible in the dim light of the single naked bulb hanging from the ceiling, but Trevor could see enough.  Sensing his impending doom, he began to struggle futilely, trying to use his useless limbs to scuttle away from the dark haired vampire.

Spike laughed at the spectacle, searching his pockets for a cigarette and lighter.  He lit the cigarette, his eyes narrowing in thought as he allowed the familiar action of inhaling and exhaling to calm his demon.  Peaches might be having all the fun now, but Spike would get his turn later.

Angel cornered the boy, ignoring his pleas and whimpers.  Neither the soul nor the demon were happy with this; the demon wanted an all-out bloodbath, a resurgence of his glory days, when the chase was his favorite game, and the kill was the coup de grace.

The soul despised every part of this.  While it wouldn't deny that this was necessary, it wanted to derive no pleasure from the act.  It was a task, a chore, pure and simple.  He struggled to place it on the same level as getting the dry cleaning or answering the phone, but knew that it wasn't quite the same.

Enough of this, he thought.  Angel grabbed the pathetic human, despising both himself and his victim.  His teeth buried themselves into the flesh of Trevor's neck, repulsed and excited at the taste of the blood that filled his mouth.  It had been so long..

It didn't take long to drain him to the point where his heartbeat was a weak, fluttery thing.  He motioned to Spike, standing up and turning away from the sight he had seen countless times:  the creation of a minion.

Spike took his sire's place, looking down at the glassy-eyed human without compassion or pity.  This was one of the creatures who killed Willow.  Not to mention that he was a member of the Initiative, and therefore at least partly responsible for the chip inside his head.  The blond held tight to the anger and passion stirring within him, knowing that the time for revenge was near.

His demon face burst forth.  Without thought, he brought his wrist to his mouth, slicing a vein and watching the rich red blood begin to pool.  He brought his arm to the dying man's mouth, turning it to let the blood coat his lips and the scent of it tease him.

Soon the other grabbed his wrist, sucking and kneading the skin, forcing as much blood as he could to the surface and into his greedy mouth.

The feel of a hungry mouth against Spike's skin brought up memories of other kills, and other humans who had become something more because of a vampire's embrace.  Once-familiar emotions, almost forgotten since he had been chipped, began to stir within him, and his demon reveled in them.  Power.  It was all about power.  The knowledge that he could crush this life, could pull away now and leave the human to die, was at once exciting and arousing.

He longed to start now, to show this creature who was in charge, to beat his superiority into the other's body and mind.  But it was too soon.  That would come later.

Spike let him feed for a while.  He wanted less than a childe, but more than a garden-variety minion.  Someone who could be counted on to follow orders, but was not smart enough to dream of having power for himself some day.  Finally, when he felt that that balance was reached, he withdrew his arm, smiling at the cry of protest from the fledgling.

Looking around the basement, Spike was not surprised to find that his sire had gone.  That was okay; he had played his part.  Now it was time for Spike to play his.

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