Willow heard Buffy enter their dorm room, and continued checking her Email.  She was chatting back and forth with an online friend.  Someone who didn’t know her.  Who didn’t know about Hellmouths, werewolves, or vampires, but someone she could speak to more freely about her loneliness?
   It had been months since Oz had left, and she hadn’t heard a word.  Not a single phone call, not a letter, nothing.  That angered her more than hurt her.  In the beginning Willow just wanted to die.  She wanted nothing more than to have Oz come home to her, and for things to go back the way they were, but now, she was just angry.  Angry with everyone.  She was angry with Oz for leaving, for deserting her.  She was angry with herself for allowing him to have that much control over her, and she was angry with her friends.  They had grown frustrated with her.  Not that she could blame them.  She had just wallowed in self-pity for so long she didn’t know if she would ever recover.
   Then there was that spell, which caused Buffy and Spike to fall in love. There was an odd couple if she ever saw one.  Neither one of them had let her forget it.  The whole thing perturbed Buffy, Whereas Spike found it amusing.  Not that he had loved Buffy, that he found disgusting.  What he found amusing was the spell itself, and the malice with which it had been unintentionally used.  He told her she had a dark side.  She tried to convince him he was wrong, but somewhere, deep inside, she believed he was correct.  And the scary part was, it didn’t frighten her.

“Willow?”  Buffy asked from the closet. “You alright?”  Willow turned around; “yeah I’m fine.  How was patrol?” She smiled, trying to reassure her friend.  It seemed like lately she was always trying to appear to be okay, for everyone else’s sake.
“Good.  We took down at least a dozen vamps.  Then there was the fight between Spike and Riley I had to break up, if you could call it a fight.”  Buffy laughed as she remembered Spike clutching his head like a wounded puppy after he had attacked Riley.
“A fight?  What happened?”  Willow asked, concerned.
“Nothing really.  We ran into Riley… and company, on patrol.  Spike lost his temper, and attacked him, but the pain in his head prevented him from doing too much damage.” Willow turned back around to her computer and sent her email, and then shut it down. She then got up and grabbed her jacket, and headed out the door.
“Wills?  Where are you going?”  Buffy called after her.
“Out.”

*************

 Willow left the dorm, intent on going to Spike’s to see if he was all right.  However, she didn’t make it more than a yard past the building when she could hear footsteps behind her.  She stopped and turned around, but she couldn’t see anybody, so she continued walking, a little faster this time.  She was halfway to Spike’s house when the sound became louder.  She started to run, but was halted by someone grabbing her from behind.  She let out a scream as she turned around, to see it was Mark, one of Riley’s commando buddies.
“Shit!” Willow exclaimed, “Don’t do that!  You cared me half to death!”
Mark looked apologetic.  “Sorry.  But you shouldn’t be out here.  It’s dangerous.”  Willow knew he was just concerned, but she was irritated that he felt she needed protection. “I know!  You forget, I know what goes bump in the night!”  She snapped as she started to continue on her way.  Mark grabbed a hold of her arm, and spun her back around.
“Where are you going?”  He asked. When Willow didn’t answer, he continued, “Let me take you home.”  He turned and started to drag her back towards the dorm.  Willow struggled for a moment, and then released herself from his grip.
“No!” She shouted, “Look, I know you don’t want me to get hurt, but don’t worry, I’ll be fine” When he didn’t look convinced, she sighed, “I have to go see a friend.”
“Okay,” Mark conceded, “I’ll walk you.” Willow grinned, “You really, really don’t want to do that.”
“Why not?”  He asked, curious.
“Well, my friend, he doesn’t exactly like you commando types, and to be honest, neither do I.”  Mark looked hurt for a second before he replied,  “Willow, be reasonable.  I’m sure your boyfriend will understand.”  Willow laughed at the last statement.  “First things first, he is * not * my boyfriend, second, I do not need you to protect me!”  Willow turned around and ran the rest of the way to Spikes house.

*********

Mark was stunned for a second.  She seemed pretty adamant about not needing any help, but he couldn’t just let her walk away, so he decided to follow her.  He wondered who this *friend* was.  He hoped it wasn’t her boyfriend.  Riley had told him she wasn’t seeing anybody.  He had been trying to work up the nerve to ask her out, but every time he chickened out.

  After about seven minutes or so, he saw Willow turn down a side street.  He had to run to keep up with her.  Finally she slowed down as she approached a house.  After she stood at the door for a second knocking, she let herself in.
  Confidant that she was probably safe, he turned around, and left, making a mental note to ask Riley again if she was available.

  ***********

The house was dark when Willow entered. She thought that maybe he had gone out.  She was about to leave when she heard a noise coming from upstairs.  She quietly walked upstairs and knocked on Spike’s bedroom door.  When all she heard was a grunt coming from the other side, Willow let herself in.

  She found Spike leaning up against the far wall, clutching his head.  She ran over to him and knelt down, gently pulling his hands away.  He growled softly.
“Headache?”  She asked quietly, ignoring his growling.
He looked at her with amber eyes, which she ignored.
“Let me see.”  She commanded.  He turned to look at her, his face returning to its human visage.
“I’m fine.”  He forced his voice to sound calm.
Willow shook her head, as she stood up and walked over to his bed and sat down. “Come here.”

Spike stared at her for a second, wondering if he could argue with her, and win.  After taking one look at her face, he realized he couldn’t.  She was determined, and he had known her long enough to know that there was no arguing with her when she was like that.  He walked over to the bed, and sat next to her.

“Riley?  What happened?  It wasn’t very smart to attack him like that” Her voice was quiet, but Spike could read the undertones.  He groaned.
“I just lost my temper.  We were patrolling, just like normal, and the wanker comes out of the bushes, like Rambo!”

Willow leaned back up against his headboard, bringing Spike with her, so that he could lie down.  She brought her hands gently to his face, and began to rub gently at his temples.  “The headaches, are they getting worse?”  She asked quietly, trying to steer the conversation away from Riley, so that Spike would relax.

Spike closed his eyes, enjoy the calming sensations she was creating.  He was asleep in a matter of moments.

*********

  Willow sat there silently for several moments, watching the vampire sleep.  It never ceased to amaze her how he could look so peaceful in sleep, yet, be so unruly awake.  She chuckled to herself as she imagined him lunging at Riley.  She knew she shouldn’t find it funny.  He could have been hurt, but now that she knew he was okay, she could see the humor.
   Willow frowned as her thoughts returned to Spike’s headaches.  They had gotten worse lately.  He never told her about them, but she always knew.  He would get moody sometimes.  Cranky.  Not that he wasn’t cranky in general, but she could tell the difference.  These headaches bothered her.  She was sure they were related to the implant.  She only hoped it was something they could fix.

   Willow gently moved off of the bed, trying not to wake Spike.  When she was sure she hadn’t disturbed him, she walked noiselessly out into the kitchen, and picked up the phone.

 *******

   Giles sat on his couch, and looked up from his current volume.  It was the sixth book he’d looked through that evening.  And he had found nothing new.  He was running out of places to look.  It was times like this when he missed his connections within the council.  He still had some contacts, but most people preferred not to deal with him.  It was aggravating.  The council knew that they were the last stand for anything trying to make it’s way to the Hellmouth.  But yet, they insisted on this silence.  It wasn’t doing anybody any good.  He was working blind.

   Giles was startled out of his thoughts by the telephone ringing.  He glanced briefly at the clock, to see what time it was.  It was almost two-thirty in the morning.  He wondered who was calling.
“Hello?”
“Giles?”  Willow whispered into the phone.
“Willow?”  Giles asked.  She was speaking so quietly he wasn’t sure if it really was her on the other end.
“Yes,” She whispered, “I need some help.  It’s Spike.”  She paused, waiting to see what the watcher would say.  When he didn’t respond she thought maybe he hadn’t heard her.
“Giles?  Can you hear me?”  She asked, speaking a little louder.
“Yes.  Willow, what is it?  Where are you?”
“Spike’s.  He needs our help.”  She waited for him to say something, when he didn’t she continued.  “He’s been having these headaches.  They’re getting worse.  I think they have something to do with the implant.”
“I take it he doesn’t know you’re calling?”  Giles asked, making note of her soft tones.
“No.  He’s sleeping.  Can you help?”  She asked hopefully.
“I’ll look into it. Why don’t you get some sleep.”
“I’m not leaving!”  She told him adamantly.
Giles smiled. “I didn’t think you would.  Surely you can sleep in the spare room, or on the couch?”
Willow let out the breath she was holding when she realized Giles wasn’t going to talk her out of staying. “Yeah, of course.  I’ll talk to you tomorrow.  Thanks.”

  Willow gingerly hung up the phone and headed back up to check on Spike.  When she found him still sleeping soundly, she went into the spare bedroom and fell exhaustedly on the bed.

**********

   Buffy awoke from a dreamless sleep to discover she was alone in the dorm room she shared with Willow.  She looked at the clock to discover it was close to five a.m. She briefly wondered if Willow had gotten up early and was showering, but then noticed her bed hadn’t been slept in.  Willow didn’t usually make her bed until after she had showered.
   Buffy shot out of bed and headed over to the phone.  After several rings, Giles picked up the line groggily.
“Hello?”
“Giles?  Is Willow there?”  Buffy asked concerned.
“N... yes.”  Giles answered after a moment’s hesitation.  He realized Buffy would not be as understanding about Willow’s concern for the blond vampire as he had been.
“Why?”  Buffy asked curiously.
“Huh?”  Giles had forgotten what they were talking about.
“Why is Willow there?  Are you researching?”
“Uh, no.  But we were.  She was helping me go through some of these volumes.  She’s asleep now.”  Giles was struck with the lack of difficulty he had in lying to his slayer.
“Oh, okay.  I was just worried when I didn’t find her in bed.  I’ll talk to you tomorrow.  I guess I’ll see her in class.”  Buffy hung up the phone, convinced Willow was okay, and safe.

*******

   When Willow awoke the next morning, she was unsure where she was at first.  After a few moments, she realized she was in the spare bedroom of Spike’s house.  She crawled out of bed and decided she should probably take a shower.  She felt self-conscious showering in Spike’s house, with him asleep just a couple of doors down.  But she definitely couldn’t go back to the dorm.  Buffy was there, and she wasn’t ready to deal with her.  She didn’t know what to tell her.  She hoped that maybe Buffy hadn’t noticed that she hadn’t come home, but Willow realized that was very unlikely.  Maybe she could tell her she slept at Giles.
   *What the hell am I worried about? * Willow asked herself, realizing she was an adult, she didn’t need an excuse to stay out all night.  Determined to not be bullied she crept out of the bedroom and walked softly into the bathroom.

********

   Somewhere on the edge of sleep, Spike heard water running.  He opened his eyes, and listened.  It was the shower.  Who was in the shower?  He tried to remember the events of the previous night, wondering if he’d gone out drinking again.  Maybe he had brought someone home.  *No, that can’t be right. * He thought.  Then he smelled it.  It was her.  The redheaded witch.  She was taking a shower, here, in his house. He sat up in bed.  His head was killing him.  He tried to remember if he had indeed gone out and gotten drunk.  He hoped he didn’t doing anything stupid, especially not in front of her.
  *Damn! You’re starting to sound like Peaches! * He growled to himself.

He walked out into the kitchen and decided to make some breakfast.  If Willow had stayed the night, she was probably hungry.  After two mugs of warm bagged blood, and a cup of coffee, Spike still couldn’t remember what had happened.  He heard the water turn off, and after several minutes Willow came out, looking refreshed.  He tried to look her over to see if she showed any signs of what may have happened the previous night.  She didn’t smell any different, so he knew that nothing too embarrassing happened.

“Morning, pet.  I made some coffee.”  He nodded towards the coffeepot as she walked into the kitchen and sat at the table.
“Thanks.  I, uh, I wanted to apologize for crashing here last night.  But I didn’t feel like explaining where I had been to Buffy.”  She was looking at the table, unable to meet his eyes.  She felt awkward for making herself at home without asking.  She didn’t think he would really mind, but it was the principle of the thing.

Spike brought her a cup of steaming coffee and sat down across from her.
“It’s okay, Luv.  I don’t imagine the slayer would be happy to know you spent the night with me.”  He chucked at the thought, still unsure of exactly what had happened, although he could tell from her reaction that they hadn’t slept in the same bed.  He was glad.  If she was going to sleep in his bed, he wanted to remember it.

Willow grinned, “no, I don’t suppose she would.”  She looked over at the clock. “I, uh, I have to get going.  Class.”  She stood up, and after taken several large gulps of her coffee she set the mug in the sink and ran out of the kitchen.
“I’ll, uh, call you, or stop by, later.”  She ran out his house before he could stop her.

Spike watched her in amusement.  She seemed to be a bit flustered.  He briefly wondered if anything had happened the previous night.  But then decided that he was just imagining things.  His head was pounding.  It felt as if it was going to explode.  He walked back to his room, hoping that the grinding would stop if he got some more sleep.  It was early still and he was exhausted.

********

   Mark found himself wandering the streets of Sunnydale just after dawn.  He couldn’t sleep.  He kept thinking about Willow.  He wondered who she was going to see so late at night.  He had inadvertently walked to the street Willow had turned down, subconsciously hoping to get a good look at her friend.  After about thirty minutes of staring at the house, he was getting ready to leave when he heard the front door open.  He barely had enough time to hide behind a bush, before Willow came running out of the house, wearing the same clothes she had on the previous night.
  She was in a hurry.  She started to run, towards the park.  He followed her, again.  This time to a house on the other end of town.  It belonged to that watcher.  She knocked on the door for several minutes, and then was lead inside.

   Mark was even more confused than before.  Willow had apparently spent the night with her ‘friend’, even though she had told him he wasn’t her boyfriend.  He headed over to the fraternity, determined to get some answers from Riley.

 ************

Willow walked into Giles house, unsure of how to ask him for her favor.
“Giles, I was wondering if… you could do me a favor?”
“You don’t want me to tell Buffy that you spent the night with Spike?  Uh, at Spike’s, I mean” Giles corrected.
Willow smiled.  “Yeah.  I just don’t think she would understand.”
“Yes, quite right.”  Giles agreed.  “She called last night.”
A look of horror crossed Willow’s features at Giles words, and he hurried to reassure her.  “Don’t worry.  I told her you were here, researching, and you fell asleep.”

Willow sighed.  “Thanks.  Did you… did you find anything?”  She asked, afraid to hear the answer.  Giles looked down and shook his head.
“No, I’m afraid not.  I’m gonna keep looking, but I’m afraid the only people who can answer your questions are the people responsible.”
“Riley?”  She asked softly.  Giles nodded.
“Well, I’ll see if I can talk to him today, without revealing my reasons, of course.  I’ll come by after class.”  She headed to leave.
“Willow?” Giles called just as she had opened the door. She turned around.
“Be careful.  We don’t know very much about these people, or their agenda.  We don’t know Riley.  Don’t tell them anything they don’t already know.”

Willow smiled and nodded her head. “Of course not.”

*********

Willow walked into class with a purpose.  She was determined to confront Riley.  Ok, maybe confront wasn’t the right term.  But she knew she had to get some answers.  She just hoped Riley had them, and would be willing to share.

  She saw Riley in one corner of the room, intently looking at a stack of papers.  Without thinking she headed for him.  A part of her brain told her this wasn’t the time, or the place, but she was driven by a need that was overriding her rational thought.

   She had almost reached him when she felt a hand on her shoulder.  Willow whirled around to see who had kept her from her goal.

“Willow” Buffy smiled uncertainly at her friend.
“Buffy. Hi!” Willow waved slightly at her friend. “I, was, uh, I was just coming to class, here, where we are.” Willow babbled, realizing she had lost her chance to speak with Riley.

  Buffy turned towards their seats, and shook her head slightly.  Willow had been acting rather strange lately.
  After they had sat down in their seats, Buffy turned to her friend. “So, you spent the night at Giles?”
“Uh, I Uh, yeah.”  Willow busied herself will opening her Psyche book, avoiding having to look Buffy in the eye, while she lied. “I, uh, had to help him with some research.”
Willow took a moment to look up at the slayer, and seeing the confusion in her eyes, was sorry she did.

“With what?”  Buffy asked, a million questions forming in her mind.
“Huh?”  Willow asked, not understanding the question.
“What kind of research?  Giles’ didn’t mention anything to me.”
Willow stared at her friend blankly for a moment, trying to think of an answer. “Uh, it was… it wasn’t important.  Just some new book he found. He…” Willow was relieved to have her explanation interrupted by the entrance of Professor Walsh.

As the professor took control of the class, Willow couldn’t help but wonder how she had gotten herself into this mess.  Why she felt the need to lie to Buffy about where she had spent the night?  It wasn’t like anything had happened.  Hell, it wasn’t even like she wanted anything to happen.  Her and Spike were just friends.

********

   Spike awoke to the pounding in his head.  It had gotten worse recently.  It felt like someone had taken a jackhammer, and let it loose inside there.  He groaned, as he tried to move.  His body wasn’t cooperating.  It felt stiff, and heavy.  If he didn’t know better he would swear something was pinning him down.  He relaxed his body for a second against the bed, and then tried again.
  Every muscle in his body ached.  He could feel every cell constrict in pain at his movement, and the pounding in his head was getting louder.  His vision was starting to blur, he knew with sudden clarity that he was going to loose consciousness.
He would be glad for the silence.

*****

     Willow rushed out of class before Buffy could corner her and ask anymore questions. She decided that talking to Riley at school might have been a bad idea.  She would have to talk to him later, away from here, away from Buffy.

  She had been so lost in her own thoughts; Willow barely noticed when she ran into something, or rather someone.
“I am so sorry.  I didn’t even see you.”  Willow apologized as she bent down to pick up her dropped books.
“Mark.”  She smiled.
“Willow.  Are you alright?”  Mark asked.
“Yeah, I’m fine.  I, uh, need to go.  I have, uh, uh thing.”  She smiled again and walked past Mark and disappeared down the hall.

  Mark stared after her for a moment, and then turned back to his destination.  When he entered the classroom, he found Riley standing in one corner talking to Buffy Summers.

“Hey, Riley.  Buffy.”  Mark nodded at Buffy, “What’s with Willow?”

“What do you mean?”  Buffy asked,

“Well I just ran into her in the hallway, and she seemed a little distracted.  Did she… did she have a fight with her boyfriend or something?”

“She doesn’t have a boyfriend.”  Riley stated and then looked questioningly to Buffy, “Does she?”
“No.  They broke up.”
“Oh, well I assumed, after last night… and then just now…”
“Last night?”  Buffy asked, confused, “What happened last night?”

*******

    Giles set his book down.  He was trying to concentrate, but his thought’s kept returning to Willow, and her concern for Spike.  The girl had unwavering compassion and limitless love, however she wasn’t one to overreact.  If she was concerned, there was probably good reason to be.  The problem was, he couldn’t seem to find out any information.  Gile’s knew that Riley had the answers they sought, however, he was also fairly certain the boy had no intention of providing them.

******

     Willow walked briskly to Spike’s house.  There were still a few hours before sunset, so she knew he was probably sleeping.  But she wanted to make sure he was okay.  She couldn’t really explain it, but an overwhelming sense of trepidation had come over her.

   When she arrived at his house, she walked in after a moment’s hesitation.  It was completely silent.  Which was to be expected, but there was something off. It just didn’t feel right.
   She walked into his bedroom carefully, and nearly gasped at the sight.  Spike was lying on the bed, apparently sleeping.  But what shocked her was the way he looked.  His body looked stiff, and he was sweating.  *Could vampires even sweat? *

   Willow sat on the bed and took a closer look.  She was almost afraid to touch him. She gently laid a hand against his skin, and was shocked to find it feeling warm.  A clammy, icky kind of warmth, but warm nonetheless.  She had been accustomed to the coldness of his skin, and the warmth she felt now, gave her a sick feeling in the pit of her stomach.  Something was wrong, very wrong.

*********
    Willow was frozen in place for what seemed like an eternity.  Something was wrong with Spike.  He was unnaturally warm.  He was sweating blood, and he wouldn’t wake up.  She was scared.  Beyond anything she could even come close to expressing.  Frantic was the closest thing to what she was feeling.
   She bent over him on his bed with a cool washcloth and wiped his bloody brow.  It had been over an hour since she had returned to his house and found him like this.  She hadn’t hesitated in calling Giles.  It had taken her almost fifteen minutes for her to calm down enough to tell Giles what had happened, in a language that would resemble English.
   She ached.  Her mind, her body, her soul.  They all ached.  It was then she realized that her feelings for Spike were much more than she had ever acknowledged.  She felt a cold rage come over her with the knowledge that this wasn’t natural.  Something, someone had done this to him.  She wanted to find them, and hurt them.  The feeling was new. Something that she never would have believed she was capable of.  But here she was, entertaining thoughts of deadly violence against those who had hurt him.  She smiled to herself as she thought of how proud he would be of her dark thoughts.  The smile didn’t last. She feared she would never get the chance to share her violent thoughts with the vampire.
 

    “Willow?”  Gile’s soft voice came from the doorway.  She turned to look at her mentor, and friend. He was smiling sadly at her.
“I’m afraid.  I’m afraid I haven’t been able to find anything out.”  Giles walked towards the young girl.  He felt her pain.  He had grown to like the vampire.  He had a way about him, which amused the watcher, though he would never admit it.
   He had seen the friendship develop between the vampire and the witch, and unlike the rest of their little group, was not surprised, nor perturbed by their closeness.  He realized that their feelings for one another ran deep, deeper than they even realized.
Giles took the cloth away from Willow, and was surprised by the heat that was radiating from the vampire's normally cold body.
  “I don’t know what’s causing this.  I don’t… I don’t know what to tell you.  I don’t know what to do.”

   Willow nodded slightly and stood up from the bed. “I do.”  She walked towards the doorway, and just before she reached it, she stopped and turned to her friend.  “Giles?  Can you… Can you stay here and keep an eye on him?”  She asked, looking the man in the eye, pleading with him.  Giles nodded.
“Of course.  Where are you going?”
“To find the people who did this.”  She turned back towards the doorway, not giving Gile’s a chance to protest.

    *******

    Willow left Spike’s house with one thought on her mind.  Help Spike. She didn’t know exactly how she was going to do it, but she had to.  She couldn’t just sit back and watch him die.  She wasn’t that strong.  However, she was unsure of where exactly to begin.  She knew that whatever was wrong with Spike was related to The Initiative and the implant they had embedded in Spike’s cranium.  She knew that it would have to be removed, but she didn’t know enough about it, to do it safely.

   She needed help, she knew.  And there was only once person she could think of who could help her, would help her.  That is if she could persuade them.

******

   Willow had been so wrapped up in her own thoughts she did not notice the man following her.  Mark had gone to the house he had followed her to the previous night.  He wanted to know what was going on.  Whose house was it?  And how were they related to Willow?  Was it her boyfriend?  He realized that he was bordering on obsessive, but he needed to know.  He told himself that she could be in danger, so that he was just protecting her.

   He followed her to the older man’s house.  He had been told he was a watcher.  But he had been outside of the strange house long enough to see the Watcher come, and he had not left.  So, if the watcher was at the mysterious house, why was Willow going to his?  What was she doing there?
   He hid behind a tree and waited for her to come out.  He was going to confront her.

  *******

      Willow entered Giles house, and sat on the couch, holding his phone.  She was trying to decide whether or not she should make the phone call.  She didn’t want to involve him.  Spike wouldn’t be pleased, but she needed help.  She couldn’t get the information she needed alone.  And he did have a responsibility to Spike, didn’t he?  He would want to know what had happened.
   She took a deep breath and dialed the number.  After five rings, Willow glanced at the clock.  She noticed it was still afternoon, and wondered where he could be.
On the seventh ring, the telephone was answered by a very groggy voice.
“Hello?”  He sounded irritated. * I probably woke him up! * Willow thought.
“Angel?  I need your help.”  She didn’t have time to play the polite conversation game. "I need you to come to Sunnydale. It’s urgent.”  She realized she was on the verge of crying, but she didn’t care.
“Willow?” Angel’s voice rang through the line.  “What is it?  Is it Buffy?”
Willow groaned under her breath.  “No.  It’s not.  She’s fine, but… But Spike isn’t.”
Willow paused waiting for Angel’s reaction to his childe’s name.  She didn’t have to wait long.
“Spike?  What’s he done?”  Willow could hear the annoyance in the older vampire’s voice and fought down the urge to snap.
“He hasn’t done anything.  He’s sick.  Really sick.  I think he may die… permanently.”
  For a long moment Angel didn’t say anything and Willow feared he may have hung up.
“Angel? Are you there?”  She asked timidly.
“Yes.  I’m on my way.”  He hung up the phone and Willow breathed a sigh of relief.

*******

Angel drove as quickly as he could to Sunnydale.
He didn't know what to expect when he arrived there.
Willow's phone call had been brief. The panic he had
heard in her voice had been enough to convince him.
His childe was in trouble. No matter how much time
had past, or what Spike had done, he still loved him.
That would never change. He knew that Spike probably
wouldn't be pleased to see him. He couldn't blame him
for that. Despite the fact that it was Spike who had
him tortured not too long ago, Angel knew that that
was minor compared to the pain he had inflicted on his
favorite childe during his reign as Angelus. Spike
had still felt betrayed over him leaving all those
years ago.

He hoped that Willow was over reacting to the
danger his childe was in, although he knew that Willow
wasn't one to over react. Angel sped the car up,
anxious to get to Sunnydale and find out what was
wrong.

*****

Willow paced around the room nervously. She felt a
little better knowing that Angel was coming, but not
much. She still didn't know what was causing Spike's
illness, or how they were going to fix it. He was a
vampire. He wasn't supposed to get sick. He was
supposed to live forever. He was supposed to feed off
of humans, and relish in their pain and suffering, not
lay weak and unconscious in a bed sweaty with his own
blood.
As each minute ticked by, Willow grew more and more
afraid. She watched his still form as beads of
perspiration slid down his body. He face was
contorted in a grimace. He had been shaking for the
last hour. His body convulsing from unknown dreams.
She lay her head down on the pillow next to his
unnaturally warm body, and succumbed to sleep.

*****

Giles watched Willow from the doorway. She had
finally fallen asleep. The exhaustion had finally
overtaken her body. He hoped that Angel would arrive
soon. He wasn't completely comfortable around the
vampire, but he had come to realize that what happened
to Jenny wasn't his fault. Yes, he had killed her,
but he had had no control over the actions of his
demon. It was Willow who had helped him to realize
that. The girl had an endless capacity for
compassion. Her relationship with Spike was just a
small example of that. Buffy and Xander taunted the
blond vampire over his inability to bite, but Willow
had shown him nothing but friendship.

Thinking about Buffy made Giles remember the lie he
had told his slayer. He hoped she would understand,
but he doubted that she would. She didn't understand
Willow's relationship with Spike, and she would no
doubt have the same difficulty understanding her
concern over his illness.
And Angel coming back to Sunnydale only complicated
matters. Buffy's involvement with the people who were
most likely responsible for Spike's condition would
make for a tense situation all the way around.

A knock at the front door brought the watcher out of
his thoughts. He hurried downstairs and opened the
door, and was relieved to see Angel on the other side.

"Rupert."

"Angel. Come in."

Angel walked into the house and took a look around.
He smiled slightly as he recognized his childe's taste
in the furniture selection, interspersed with flashes
of color here and there, which he attributed to
Willow's influence.

"Where's Willow?" Angel asked, angel to speak with
her.

"Upstairs."

"Angel?" Giles called out, halting the vampire's
ascent up the steps.

Angel turned around, and waited for the watcher to
continue.

"He doesn't look good." Giles' words were softly
spoken, surprising Angel with the emotion he heard.

Angel walked back down the steps towards the Giles.
"Why do you care?"

Giles thought about the question before he answered.
"Because she does."

Angel nodded his understanding and headed back up the
stairs.

*****

Cordelia sat in her apartment, drinking a cup of
coffee and playing a game of cards with Dennis.
Suddenly her head was bombarded with images. There
were fragmented, and didn't make any sense. Almost as
soon as they vision had started, it had stopped. She
tried to remember everything that she had seen while
her breathing slowed.

Once she had calmed down, she hurried to get dressed
and ran out of the house, with one thought on her
mind. Get to Sunnydale to help Angel before it was
too late.

*****

Willow opened her eyes to find herself in a room
she didn't recognize. It was cold, and bright. She
seemed to be in some kind of hospital or laboratory.
As she looked around her, she realized that she was in
some kind of dream. Guessing that this was probably
the Initiative, she wondered if this was her dream or
Spike's.

*****

Spike tried to open his eyes, but the pain was too
great. Every dead muscle in his body ached. He heard
familiar sounds beyond him. The watcher, and his
sire. He didn't know where they were, or why he
couldn't move. He tried to open his eyes again, this
time forcing the pain down.
Once his eyes adjusted to the brightness, Spike
realized he was back in the lab, but something was
different. It didn't quite feel right. There was
something surreal about it. He realized he was
dreaming. Just as he was about to close his eyes, and
surrender tot he pain, he felt something. A presence.
After a moment he realized it was the witch. Somehow
she had been pulled into his dream.

*****

Angel entered Spike's bedroom unprepared for what
he saw. Willow was sleeping with one arm draped
around Spike's abdomen. Her eyes fluttered slightly,
indicating she was dreaming.
But that wasn't what surprised him. His dead heart
felt heavy at the site of his childe. He was shaking
with perspiration dripping off of his body, into the
sheets. As he neared the bed, he could feel the heat
radiating from Spike. He bent down cautiously and
felt his childe's skin, pulling back abruptly as it
scalded him.

"What's wrong with him?" Angel asked softly as he
heard Giles enter the room.

"We're not sure. We think it may have something to do
with the initiative and whatever they did to him."

Angel turned away from the bed, so that he was facing
Giles. "The Initiative?"

Giles took a deep breath as he prepared to tell the
vampire what he knew about the secret commando
organization.

*******
Cordelia broke every speed limit as she drove furiously from Los Angeles to Sunnydale. Her vision bothered her. The images didn't seem to follow any kind of pattern but she knew that Spike was in some kind of trouble.
While she didn't have any great love for the vampire, Angel did. And that was enough for her. In the months since she had started working for him, they had become very close. He had told her things. About his past, about his relationship with Spike. He was ashamed of a lot of the things he had done in his lifetime. His treatment of Spike was one of the deepest scars.

Cordelia was also concerned for Willow. She had kept in contact with her after her move to LA, and she knew about Willow's growing affection for the blonde vampire. If he was in trouble, she was certain Willow was a wreck. And as her vision came back to her, she realized that they would have a tough road ahead of them. Hard choices would need to be made. She hoped they were all strong enough to make them.

*****

Buffy stormed into Giles house and looked around.
"Giles, Giles" She called when she realized he wasn't there, she sat down to wait.
The longer she sat there, the more irritated she became. Giles had lied to her. She couldn't figure out why he would do that.

Mark had told her that he followed Willow to her 'boyfriends' house, but since Willow didn't have a boyfriend, it made Buffy wonder where she had spent the night. The same night Giles' had said she spent on his couch.

Buffy sighed. She wasn't going to find anything sitting around there. She decided she'd patrol with Riley then she'd make Mark take her to the house he followed Willow to.

******

Willow looked around the room carefully, and noticing the door, she opened it. Relieved to find it wasn't locked, she walked through the door and into another room. But this one wasn't empty. Spike was lying, semi-conscious, on a gurney. She ran over to him. He didn't look much better in the dream than he did in the real world. But she was pleased to find out he wasn't in the same coma-like state.

"Spike?" She called softly, "Can you hear me?" She asked. His eyes opened and he tried to sit up.

"Willow? What are you doing here?" he asked as she helped him to a sitting position.

"It's a dream." She told him softly. "Goddess, Spike, I was so worried about you." She cried.

"Shh, pet. It's okay. I'm fine."

"You are not fine!" She snapped. "You won't wake up, and you have a fever! A fever! Is that even possible?" She was shaking with fear.

"Willow," He spoke softly, "Calm down. We'll figure something out. The Watcher?" He asked.

Willow shook her head, "No. We looked, but I think this has something to do with the implant."

Spike looked into her tear filled eyes and felt his undead heart break. He hated to see her so upset, especially over him.

"Spike?" She asked cautiously.

"Yes, pet?"

"Don't be mad. But, I…I didn't know what to do. I didn't know who to call, so I…"

"Out with it luv. I won't be mad. I could never be mad, not at you."

"Angel. I called him. I didn't know what else to do." She lowered her eyes.

Spike took her chin in his hands and tilted it up so that she was looking into his eyes.
"It's okay." He brought his lips down and gently brushed them against hers.

The kiss was so soft, Willow wasn't sure if she had actually felt it. She looked up at him.
"Are you sure? About Angel, I mean."

Spike chuckled. "Yeah. I am surprised the poof would actually come though."

*****

Angel sat in silence and thought about everything Giles had told him. He was feeling a swirl of emotions. Anger, fear, hurt. Anger that this was done to his childe. Fear at what would happen if they didn't find a way to undo what had been done to Spike. And Hurt that Spike himself hadn't told him what had happened. That fact spoke volumes about the state their relationship was in.

He looked up at Giles, he face expressionless. "This, Riley person, does he know exactly what was done to Spike?" Angel asked, and took a mental note that he was more irritated with what had been done to Spike than he was upset by the fact that Riley seemed to be Buffy's new beau. He hadn't felt the same pang in his heart when Giles' had mentioned her. He filed that information away for dissection at a later date.

"I'm not sure, honestly. I don't know him that well."

"Well I suggest we find out," Angel said as Willow began to stir to wakefulness.

"Find out what?" Cordelia had arrived at the house, and after several unanswered knocks at the door, she let herself in. She had arrived upstairs just as Angel had spoken.

Angel turned around, surprised by the familiar voice. "'Delia?" What are you doing here?"

Cordelia smiled. "Vision." She told him simply as Willow opened her eyes.

******

Willow opened her eyes to find three familiar faces staring at her expectantly.

"Do you feel better?" Giles' asked.

Willow nodded. "Yeah, I do. I had the strangest dream." She climbed off of the bed and turned towards Angel and gave him a hug.

"I'm glad you're here. I don't know what to do." She looked up into his eyes. "How long can he go without… without feeding?" She asked quietly.

Angel smiled softly at her. "Normally, several days, if he had to, but in this condition…"

Willow nodded her understanding. "Come on, let's go downstairs."

Willow left the bedroom followed by Cordelia, Angel and Giles. After a few moments they found themselves seated in Spike's living room.

"Nice décor. Your touch, I see." Cordelia commented as she took in the Forrest green throw pillows, which accented the deep burgundy leather couch.

Willow smiled. "Thanks, Cor. I told him he was absolutely not buying a black couch" She laughed at the memory, and then frowned. "Where do we start?"

Just as Cordelia was about to suggest something, the front door burst opened, followed by Buffy, Riley and Mark. After taking one look at the four in the room Buffy snapped.
"What the hell is going on here?"

*****
Buffy walked into the room followed by Riley and Mark. "Well? Are you going to tell me what's going on here?"

Willow sighed wearily and stood up. "Buffy, what are you doing here?"

"Me? Wills, what are *you* doing here? Where's Spike?" She turned to Angel, "And what are you doing here?"

"Nosey much?" Cordelia snorted.

"Perhaps it would be best if everyone took a seat." Giles tried to lessen the building tension.

Mark stepped forward and approached Willow. "Willow, who are these people? Is this your boyfriend?" He asked motioning towards Angel.

Willow couldn't help but laugh at the presumption. "Angel? No. He's just a friend." She turned to Angel. "Angel, this is Mark," She pointed towards Riley who was still standing behind Buffy. "And that's Riley. They are members of The Initiative."

Angel growled and was about to stand up when he felt Cordelia's hand on his arm, calming him down. He couldn't believe that Buffy had brought those soldiers into Spike's house.

Willow looked around the room and groaned. She smiled slightly at Angel. "Maybe you should go and check on him?" She asked softly, motioning towards the stairs.

Angel nodded, and stood up, "Delia?" He asked. Cordelia stood and followed him up the stairs leaving Willow alone with Giles and the new arrivals.

"Um, perhaps I'll go make some tea." Giles quickly walked into the kitchen.

"Well?" Buffy asked again, impatient.

"Well what, Buffy? Willow asked. She was tired. She felt like she hadn't slept in days and she wasn't ready to deal with an angry Slayer.

"Well, I want to know what you're doing at Spike's house. I want to know what Angel is doing here, and I want to know why you lied." Buffy told her.

"Spike's sick." Willow explained. When Buffy looked at her blankly, she elaborated. "That's why Angel's here."

"I don't understand." Riley was confused.

Willow took a deep breath and sat down on the couch. "Spike is sick, so I stayed here last night. When he didn't wake up this morning I called Angel." She looked at Buffy apologetically. "I asked Giles' to tell you I spent the night at his house because I didn't know how you'd react if you knew I spent the night with Spike. Well, not 'with' Spike, but here, in his house." She blushed at the way her words came out sounding.

"Why do you care?" Mark's words were harsh.

"Excuse me?" Willow asked, feeling her anger rise. She really didn't like him.

"I said, Why do you care? He's a vampire. An animal who should be put out of his misery." Mark told her snidely.

Willow stood up and walked to the front door and opened it. "Out. Now." When no one moved, she looked up at Mark. "Leave. You're not welcome here." Her voice was trembling with anger.

Riley was the first to move. He walked outside quietly, not wanted to upset Willow further. Mark followed him, leaving Buffy to stand in front of the door dumbstruck.

"Wills, I didn't mean to upset you. I just… I don't understand why you worry about him. He's a killer. If it wasn't for that implant…"

Willow cut her off, "If it wasn't for that implant, he wouldn't be sick." Willow snapped. She took a deep breath to calm herself. "Buffy, you shouldn't have brought them here. I don't expect you to understand, but I do expect you to respect my decisions."

"I do, Will. But it's Spike" Buffy didn't know what to say. She didn't understand why Willow was so concerned.

"Buffy, I think you had better leave." Giles told her as he came back into the living room.

Buffy nodded sadly and turned and walked out the door.

******
 

As Angel stood at the top of the stairs and listened to Buffy's demand for answers, he was struck with the realization that things had changed. Buffy didn't seem to be affected by his presence in Sunnydale, and the only emotion he was feeling towards his former love was irritation at her apparent lack of concern for Willow's distress. He still cared for her deeply, he probably always would, but it wasn't the same gut wrenching pain as before.

Angel felt a hand on his shoulder and looked around to find Cordelia looking at him with concern in her brown eyes.

"Are you alright?" She asked.

"Perfect." He told her. "You want to tell me what you saw in your vision?" Angel asked as he left the hallway and walked into Spike's bedroom.

Cordelia sat down in one of the two chairs set near the bed, where Spike lay unconscious.

"Well, As per the norm, it didn't make much sense," Cordelia started as Angel took a seat in the chair next to her, shifting his eyes between his childe and the brunette who was speaking to him.

Cordelia placed a hand on Angel's arm as she continued, "But, this won't be easy. For any of us." She told him softly.

"What do you mean?" He asked, confused.

Cordelia sighed and stood up, and began walking around the room slowly, trying to decide how to best explain the feeling she had gotten from the vision. "It was unlike an vision I've gotten before. It was powerful." She stopped and turned to her boss, and friend. "I could feel it. The emotions were almost incapacitating."

Angel stood up. "Are you alright?" Her voice had wavered and he was growing concerned.

Cordelia smiled reassuringly. "Yeah, I'm fine. But, Angel, this isn't like the usual creepy evil. These people, their human." She paused, unsure of how he would take what she was going to say next. "And Buffy, is helping them."

Angel looked down for a minute and then let eyes wander to his ill childe. "I know."

"She won't help us." Cordelia spoke softly. "We're on our own."

*****

Willow sighed heavily as she flopped on to the couch. She wanted to cry. She knew that she shouldn't have lied to Buffy nor asked Giles to lie to Buffy, but she had thought that Buffy wouldn't understand, and she had been right. The way Buffy had reacted to finding out about Spike proved that.

"Willow? Are you all right?' Giles voice broke through Willow's muddled thoughts.

Willow looked up and smiled as Giles handed her a cup of tea.

"Thanks. I'm sorry to get you mixed up in this, Giles." Willow apologized.

Giles sat down next to her and clasped her hand. "Willow, you know you can always count on me." He told her. "I don't agree with what the Initiative has done and I want to help you get to the bottom of this."

"Thank you, Giles. That means a lot. I know you don't like Spike." Willow was relieved to still have Giles help. She needed all the help she could get. They still didn't know exactly what was causing Spike's illness, but she knew that they would have to find the answers on their own. Buffy wouldn't help them, and she didn't think The Initiative would tell them what they wanted to know willingly. However, she was fast approaching where violence was a definite option.

Willow stood up. "I'm gonna go see how he's doing. Then we can sit down and maybe figure something out." She smiled slightly as she headed towards the stairs.

******

As Giles watched her leave, he hoped that things weren't as grim as they suddenly appeared. He knew that Buffy wouldn't understand Willow's need to help Spike, but he had hoped that she might surprise him. But now it didn't look like that was going to happen. It looked whatever was going to happen next might drastically alter the relationships in his little group. He hoped their friendships were strong enough to endure the test they would undoubtably be put through.

******
Willow sat on the edge of the bed and watched Spike with a heavy heart. She didn't know what was wrong with him, or if they would be able to fix it. She was exhausted and her nerves had been worn down by Buffy's visit. She hadn't expected Buffy to understand her need to help Spike. She didn't really understand it herself. Part of her new that she didn't like to see anybody in this condition, whether they were a soulless killer or not. But another part, buried somewhere deep inside her, realized that what she felt for Spike went beyond compassion, beyond friendship. She had begun to realize that she was in love with the blond vampire.
That knowledge didn't scare her as much as she thought it would. It seemed right some how. Like it was something meant to be. She didn't know how he felt about her. She knew that there was definitely friendship, but she was unsure if it went further than that. But it didn't matter. She would help him. She would undo what those bastards did to him, no matter what the cost.
As her mind grasped the strength of the emotions she was feeling, she felt a peace come over her with the knowledge that she was willing to do whatever it took to save her love. She didn't care that he was a killer, and would no doubt continue to be, if the implant was removed. That fact was of no consequence. With the realization of her love for the vampire, came the acceptance that she loved all of him. The man, the vampire, the friend. They were all parts to the creature she would die, or kill for. If it was necessary.
Willow shuddered to herself as she realized what she was thinking. She was willing to do whatever was necessary to fix him. If that meant killing, she could do it. Would do it. Did that make her a bad person? Crazy? She didn't know. All she did know was that she had passed the point on no return long before she had even realized she was traveling such a road.

"Will? Are you alright?" Cordelia's voice broke the silence of the room, and brought Willow back to the moment at hand.

She turned to look at the woman standing in the doorway and marveled at all that had changed. It was not so long ago that she had hated the former cheerleader. Now she was one of her closest friends.
They had kept in touch after Cordelia had moved to Los Angeles, through Email. She had been saddened by her friends' loss, and shocked at hearing about her visions. But it all made some strange sort of sense. Angel was different now. Happier somehow. She had really only spoken to him a small handful of times since he had left Sunnydale, but each time she was struck with the change in him. He didn't seem so closed off, so alone.
After seeing them together, Willow realized the change in Angel was do to Cordelia. Her friendship had helped to ground him. It had helped him to accept his place in the world. She had helped him to understand why the Powers had seen fit to grant him a permanent soul, even though he still has so much to atone for.
She was amazed at the depth she now saw in Cordelia. Was it always there? She wasn't sure. She only knew she was thankful that Angel had had someone to help him through the difficult time. Friends had surrounded Buffy. Angel had been alone, save for Cordelia and their fallen friend.
Buffy had found happiness with Riley, she hoped that Angel could find some as well. The thought of Riley, brought Willow's mind back to the present. She looked up at Cordelia, who was still waiting for a response.

"Cor, I'm so glad you're here." Willow told her friend as she stood up and gave the brunette a hug. She turned back to Spike's lifeless body, "Look at him. This isn't right." Her whispered words were racked with pain.

Cordelia hugged Willow tightly before sitting down. "We'll fix this. Angel won't allow anything less." She told her confidently, knowing it was true.

Willow smiled, and latched on to a subject, which had filled her thoughts frequently when talking to Cordelia. "Tell me about Angel."

Cordelia's eyes narrowed slightly at Willow's question, feeling something she was unfamiliar and not quite comfortable with. Jealousy.

Willow laughed softly, recognizing the look in the brunette's eyes. "Tell me about you and Angel.

Cordelia looked surprised for a moment, and then shrugged. "We're friends. What's there to tell?"

Willow smiled, "What indeed." She stood up, realizing that it was time that they get to work on solving their current problem. They could share stories of unrequited love later.

"I'm going back tot he dorm, speak to Buffy, before this situation gets out of control."

Cordelia started to protest but realized the redhead was right. She remembered what she had felt in her vision and realized things had the potential to spin widely out of control. "Okay. I'll see what I can find out." She looked up at Willow thoughtfully for a moment. "We're gonna need to find some place to stay before dawn."

Willow turned towards the door, motioning for Cordelia to follow. She walked to the room down the hall. "Here, you can stay in here. The Windows are covered, so no chance of Peaches going poof."

"Peaches?" Cordelia questioned. "You have been spending way too much time with Spike."

Willow giggled. "Not nearly enough." She pointed down the hall; "There's the bathroom. Take a shower if you like. There's blood in the fridge, as well as some food that's actually edible."

Willow smiled softly at Cordelia's raised eyebrow. "What? I have been known to eat here, on occasion."

Willow headed back down the stairs with Cordelia in tow. When she reached the living room, she grabbed her jacket and headed towards the front door. "I won't be gone long."

Willow left the house, with a feeling of apprehension filling her at the conversation that would surely follow.

*****

Once Willow had left, Giles turned to Cordelia and Angel. "I had better be going. I'll see if I can find anything more out for you." He stepped towards the door.

"Thank you, Rupert. I know that helping him can't be easy for you." Angel looked seriously at the watcher.

Giles sighed. "I don't agree with what they're doing." He told them honestly before leaving the house.

Once Giles had left, Cordelia flopped onto the couch, opposite Angel. "So, What exactly are we up against here?"

*****

Willow walked down the dorm hall with a purpose. The entire walk over she had been thinking about what she would tell Buffy. Would she tell her how she felt about Spike? Would she tell her how bad Spike really was? Would she try and explain things to her best friend? Would she ask for her help? She realized with only a small amount of trepidation that it didn't matter. It didn't matter if Buffy didn't understand. It didn't matter if she wouldn't help. She wasn't going to be bullied into doing what the Slayer wanted, even if it was for her own good.

She walked into the room and stiffened slightly as she saw Buffy's angry gaze. She was sitting on her bed, sharpening her stake at a furious pace. When Willow entered the room, Buffy looked and scowled at the witch.

"Willow." Her voice was eerily calm.

"Buffy." Willow sat down on her bed and looked at Buffy. "I'm sorry."

Buffy started to say something but Willow stopped her with a raise of her hand. "I'm sorry, I was rude to you earlier. I'm sorry that I didn't tell you the truth about where I spent the other night. But," She paused, taking a deep breath. "But you shouldn't have brought them there, and I won't apologize for how I feel about Spike."

"And how is that?" Buffy asked, trying to remain calm. She didn't understand what was going on. Why were both Giles and Willow at Spike's? Why were Angel and Cordelia in town? Why did Willow cared what happened to Spike?

Willow thought about the question before responding. She didn't know what to tell her. She eventually decided on the truth. She wasn't ashamed, and she wasn't going hide.

"I love him." The words were so quietly spoken, it took a moment for Buffy to register their meaning. When she did, a look of pure disbelief crossed the Slayer's features.

"You can't be serious." She exclaimed. "Tell me you're not serious. Please, Will, tell me this all some elaborate plan to get back at me for bring Riley and Mark to Spikes?"

Willow couldn't help but laugh at the question. It was so completely ridiculous a notion that she found herself wondering why she would bother. Was the idea of her being in love with the vampire such a shock? Giles had seen it. Cordelia had seen it, and she had been all the way in Loa Angeles. Why hadn't Buffy seen it? The answer was as startling as the question. She had been too busy to notice. Too consumed with her life to bother with Willows.
She giggled to herself with amusement. That's the way it should have been. She didn't want Buffy to be overly concerned with Willow's love life. Since Oz, there had been none to speak of. She wanted her friend to be too busy with her own love life. She wanted Buffy to be happy, something she hadn't been with Angel since before her seventeenth birthday.

Willow looked at Buffy, realizing she was still waiting for an answer. "No, Buffy, it's not a joke. It's the truth." Willow stood up and started to pack a small bag.

"Willow. He's a killer. He's… He's Spike!" Buffy protested as her eyes followed Willow's actions. "What are you doing?"

Willow sighed as she zipped her bag closed. "I'm packing some things. I will be staying at Spikes for awhile." She turned around and peered into Buffy's blue eyes.

"Whatever they did to him is killing him, Buffy."

"And? He's a vampire. In case you forgot, they're the bad guys." Buffy told her snidely.

Willow felt the last remnants of her calm flee her. "Okay. I'm going to pretend you didn't say that." She grabbed her bag and headed towards the door. She walked out the door without looking back.

*****

Mark was confused. He didn't understand what was going on. Who were those people with Willow? Was she really at Hostile 17's house? He had heard that Willow knew him, and that the creature helped the Slayer, but he had never dreamed that Willow was friends with him. Or was it something more? He blocked that thought out, refusing to believe that someone as sweet as Willow would willingly spend her time with a creature as evil as a hostile. He must be forcing her somehow. It didn't matter. If the hostile was ill, that could only mean one thing. The implant had malfunctioned. And if that had happened, it was only a matter of time before the poison worked its way through his already dead corpse.

*****

"I can't believe her!" Buffy fumed. She paced around Xander's basement for a minute and then stopped turning her attention to Xander. "You weren't there, Xan. You should have seen her. Sitting in Spike's living room, like she belonged there. And with Angel and Cordelia no less!" Buffy waited for Xander to comment, knowing he would side with her. When he remained silent, Buffy continued. "She through us out. Us! Can you believe that?" Buffy turned to the couple sitting on the couch in silence. "Well? Say something!" She demanded.

Anya spoke first. "What's wrong with him?"

Riley looked up sharply at the question. He exchanged a look with Mark. A look, which had not gone, unnoticed by the ex-demon and her boyfriend.

"Huh?" Buffy asked confused by the question.

"She asked you what was wrong with him." Xander asked quietly.

"Who?" Buffy looked perplexed.

"Spike. What. Is. Wrong. With. Him?" Anya spoke slowly, and deliberately, trying to control her mounting temper.

Buffy shrugged. "Who cares?"

Xander put a calming hand on Anya's shoulder, knowing that she was quickly losing her temper. He couldn't blame her. While he couldn't count Spike among his best friends, the blonde vampire was rating higher than Buffy at that moment. It was no secret, at least to him, how Willow felt about Spike, and as far as he could tell, the feelings were mutual.
Xander could believe Buffy was being so callous towards Willow's feelings. It baffled the mind, and for Xander to think that was saying a lot.

Xander stood up and headed towards where Mark and Riley were standing near the staircase. "What's wrong with him?"

Riley and Mark exchanged a glance, but remained silent.

"You know." Anya stated from her seat on the couch. "What's wrong with him?"

Buffy turned around and faced her boyfriend and his colleague. He noted for the first time that they seemed to know something. "Well? Do you know what's wrong with him?"

"Buffy." Riley started, "I can't just…"

"Just what?" Buffy asked. She looked at Riley's nervous expression and sighed. "What will it hurt to tell them?"

Riley ran a hand through his hair as he sat on the bottom step. "The implant has a fail safe."

"Fail safe?" Buffy asked.

Xander return to his place on the couch. "Why don't I like the sound of that?" He whispered to Anya.

"Should the implant malfunction in any way…" Riley paused, not wanting to upset anyone.

"A poison is released into the hostile's system. It's only a matter of time before he dies." Mark sneered at the couple on the couch.

Xander looked incredulously at the commandos and then back to Buffy, whose face still wore a passive expression. "You're okay with this? With what they're doing?"

Buffy shrugged. "It makes no difference to me. They're doing me a favor."

"Get out!" Anya's voice was calm, but Xander could feel her rage radiating off of her.

"Excuse me?" Buffy asked.

Xander stood. "We're leaving." He grabbed Anya's hand and pulled her towards the door. He stopped before reaching the exit. "You can come back," He told Buffy softly.

"But don't bring them with you." Anya threatened as she pointed accusingly at the commandos.

Buffy watched in stunned silence as her Xander and Anya left.

*****

When Willow returned to Spike's house, she was greeted with the smells of food. She smiled as she saw Angel and Cordelia in the kitchen. Angel was putting the finishing touches on dinner while Cordelia set the table. They looked so comfortable together. Friends indeed.

"Hey guys." She walked towards the dining area. "You didn't have to cook." She told Angel.

"Are you kidding? It was mandatory." Cordelia contradicted and then grinned at the vampire. She turned back towards Willow. "I bet you're hungry. When did you eat last?"

Willow shrugged. "I don't know. Yesterday, maybe."

"Sit" Cordelia motioned for willow to take a seat as Angel set a couple of plates down.

Just as Cordelia was about to join her at the table, the doorbell rang. Cordelia groaned and started to stand.

"I'll get it." Angel told her as he gently pushed her back into her chair. He walked over to the door, bracing himself for whoever was one the other side.

"Xander." He looked at the new arrivals in shock. "Anya."

"Deadboy." Xander pushed past the vampire and made his way into the dining room. "Mmm, I'm just in time for dinner." He took a seat in a chain next to Cordelia.

Anya rolled her eyes at her boyfriend's behavior. She turned towards Angel. "We have news. And it's not good."

*****
Angel watched in silence as the small group ate their dinner, discussing various matters. Everything except why they were all there. Anything except the choices they had been forced to make. No one spoke about what they were going to do. But that could only last for so long.

Willow stood up and started to clear the table. "Dinner was wonderful, Angel. Thank you." Willow called from the kitchen.

"Yeah, who knew Deadboy could cook?" Xander comment through a mouthful of food.

Cordelia rolled her eyes, but kept quiet.

"I'll be back." Willow spoke quietly as she returned to the dining area. When Angel nodded his head in understanding, Willow turned and headed up the stairs to check on Spike.

When she was gone, Xander took on a serious expression. "How is she? Really?"

No one spoke, letting the silence answer the question.

"Well then, I suggest we get to work." Anya broke the stillness, which had enveloped the room.

"You said you had some news?" Angel asked the former demon.

"We found out what's wrong with him. It's not good."

*****

Willow leaned against the doorjamb to Spikes bedroom and sighed heavily. She watched his still body, and let the tears fall. She felt her feet give out under her and collapsed in a heap on the ground. The events of the past few days were catching up to her. She let the tears fall, soaking her cheeks as the force of the sobs racked her body.

She didn't know how long she had sat like that. Minutes, hours maybe. She didn't know. Eventually she felt a pair of strong arms wrap themselves around her, and gently move her to the bed. She felt herself lean against the broad chest.

"Shh," A familiar voice whispered. "It's going to be alright."

Willow looked up and met chocolate brown eyes. "He's going to die, isn't he?"

"No." Angel shook his head. "I won't allow it." He reassured her. "Willow, we have some new information. We know what's wrong with him. Can you come downstairs?"

Willow took a deep shaky breath as she moved out of Angel's embrace. "No. I'm not leaving him." She moved higher onto the bed, so that she could hold Spike's warm and sweaty hand in her own.

"I'll go get the others." Cordelia whispered from the doorway."

A few minutes later Cordelia returned with Xander, Anya, and a recently returned Giles. They each took a seat in various places in the room. Xander and Anya sat in a couple of chairs, next to the stool, Giles had chosen, while Angel and Cordelia shared the small couch, which sat near the foot of the bed.

Willow smiled weakly at her friends. "What have you learned?"

*****

Buffy pounded on Giles front door. She had been knocking for almost thirty minutes. She groaned as she realized that he wasn't here. Where would he go?" She asked herself aloud.

She turned to face Riley and Mark. "Now what?"

"We should go in. Check in with the professor." Riley told her. Buffy nodded and followed him out of the courtyard.

Several minutes, and nearly a dozen security precautions later, Buffy found herself seated in a large conference room, facing Maggie Walsh.

"Is it true what I've heard? That hostile 17's implant ahs malfunctioned?" Professor Walsh asked calmly.

Buffy nodded. "So I've been told."

"What exactly does that mean? It either ahs or it hasn't."

Buffy shrugged. "Spike… Hostile 17, is sick, but I haven't actually seen him myself."

Professor Walsh turned towards the others in the room. "We need to know for sure. Take a team, and recapture him… alive." She ordered.

Riley stood up, followed by his team.

"Wait." Buffy stopped everyone in their tracks. Professor Walsh turned her attention back to Buffy.

"He's… he's not alone." Buffy explained. "There are… others with him."

There was something in Buffy's voice, which alerted Professor Walsh. "Others? Other Hostile's? Or humans?"

Buffy took a deep breath. "Both."

Professor Walsh looked slightly surprised by this latest revelation, but then nodded. "Capture everyone. Will sort it out later."

"Professor?" Riley questioned. "If there may be more Hostile's, maybe we'd be safer taking them out during the day.

Professor Walsh stood and turned her back on the group. "I don't care how it's done, just so long as it is!"

*****

Willow sat in stunned silence as she listened to Anya explain what she and Xander had learned. After several moments digesting the new information, she spoke. "Does Buffy know?"

Anya snorted. "Yes. She was there when they told us."

Willow nodded, a brief flash of pain coming across her features, before it was replaced with her famous resolve look.

"Maybe she doesn't understand." Angel began before any further reassurances could be brought up.

"It doesn't matter." Willow spoke quietly. "She couldn't do what I asked." She turned to face the small group assembled. "I can't ask any of you to help me. The Initiative is dangerous. I can't ask you to put your lives," She looked to angel, "Or unlives, in danger."

"Who's asking? The way I see it, we're offering." Cordelia pointed out, putting a comforting hand on Angel's arm.

"They're dangerous to us all." Anya's voice was laced with anger and fear.

"Anya's right." Giles spoke for the first time. "We can't allow this to continue. But I'm afraid I'm not sure what… what we can do."

"They did this. They have to know how to undo it." Willow's voice had grown stronger with each passing moment. Each word of friendship, and assistance, adding to her confidence.

"Do you think you can get access to their computer system?" Angel asked.

"Of course, the willster can do anything." Xander tried to lighten the mood.

Willow smiled at her friends' boost of confidence. "I can get inside, but without being on their machine, my access will be limited."

"So, then, a little breaking and entering?" Xander asked cheerfully.

"It would appear so." Giles acknowledged.

"When?"

"Tomorrow. Most of the commandos go to school here. They won't be anticipating a daytime attack." Willow sighed, her exhaustion starting to show.

"Can you be here first thing in the morning?" Willow asked Xander and Anya.

"With bells on." He grinned.

"Yes, well… maybe you should leave the bells at home." Giles smiled as he stood up. "We should get going. We'll all need a good nights sleep."

Xander and Anya stood up to leave, following Giles out the door. Once they had left, Cordelia stood up. "I'm going to get ready for bed. A girl needs her beauty rest." She gave Willow a hug and left the room.

Willow noticed the slight smile that had appeared on Angel's face at Cordelia's comment. "Does she know how you feel about her?" She asked softly.

Angel looked up, surprised by Willow's insight, and then shook his head. "No."

"And the curse, does she know about that? Did you tell her?"

"About the anchoring? Yes, she knows."

"Then why…?"

Angel sighed needlessly, "It's not a question of my soul being permanent. Our friendship… we're too good of friends to ruin that." He explained.

"Maybe. But that excuse only works if she doesn't feel the same." Willow smiled s she climbed off of the bed. "Just something to think about." She told him as she grabbed her bag and headed towards the bathroom to change.

When she returned, the room was empty, except for Spike's comatose form. She climbed into the bed beside him, and tried to take comfort in his closeness.

****

Wesley came strolling into the Angel Investigations building, his head immersed in a book as he juggled the couple of steaming coffee in his free hand. He kicked the door shut with one foot and continued into the office, oblivious to anything around him.

"Where’s fang?" Faith strolled in behind the oblivious watcher. She walked over to Cordelia’s desk and hopped up on her desk.

Wesley startled at the sound of another voice, spilling the coffee down the front of his suit. "Dammit, Faith!" Wesley glared at the Slayer.

Faith grinned. "What’s so exciting in that book Wes?" She took another look around the office. "So where is he?"

Wesley took a look around and noticed for the first time that the office was empty. "I, uh, I don’t know. Maybe he’s sleeping?"

Faith shook her head, her wild hair falling around her face. "Nope. No itch. Not here."

"Well, Cordelia’s gone as well." Wesley spoke, more to himself than to the Slayer.

"Say, maybe they’ve finally decided to let loose and are locked up in some seedy motel." Faith raised her eyes suggestively.

Wesley was about to protest her theory when the telephone rang. "Angel Investigations. We help the… Oh Angel. Where are you?"

Faith raised an eyebrow as she tried to figure out what was going on by listening to Wesley’s end of the conversation.

After several moments, where Wesley listened to the caller speak, he turned to eye Faith curiously. When he noticed she was watching him, he turned back to the desk.

"I’m not sure that’s such a good idea." Wesley sighed. "Alright, I understand." He hung up the phone and turned to Faith.

"What’s up?" She asked, growing wary at the look Wesley was giving her.

"There’s in Sunnydale. There’s been some trouble. They need our help." Wesley watched, concerned as Faiths featured paled slightly.

*****

Angel hung up the phone and turned to face Cordelia who was brushing her hair after having taking a shower. He noticed how it seemed to sparkle in the dim lights of the room. It was all wet and shiny. For a brief moment he felt the urge to brush it for her. Feel it in his fingers.

"Hello? Earth to Angel? You in there?" Cordelia’s voice shook him from his inappropriate thoughts.

"What? Oh sorry. I was… thinking." He told her sheepishly.

Cordelia smiled. "It’s good you can still do that." She teased. "Did you speak to Wesley?"

Angel sat down on the foot of the bed and ran a hand through his hair. "Yeah. They’ll come." He turned to look at Cordelia. "He’s concerned. He doesn’t think she’s ready."

Cordelia sighed as she sat next to Angel on the bed. It had been a rough couple of months. They had all had to make some changes. But things were starting to make sense again. She had slowly begun to like Faith. In some ways they were a lot alike. Insecure, alone. They just dealt with it differently. Where Cordelia had had her parents’ money to fall back on, giving her the ability to pretend she wasn’t as alone as she felt, Faith had had no one, and a destiny.

Cordelia placed a hand on Angel’s arm reassuringly. "She’ll be alright. She’s got us, and Wesley will be there." She looked up as a thought struck her. "Someone should tell Willow."

Angel stood up. "I will. I’ll meet you downstairs."

Cordelia watched him leave and went to find Willow. She was incredibly glad she had kept willow informed with everything that had happened regarding the rogue Slayer.

*****

Wesley watched Faith out of the corner of his eye as they drove down the highway. He knew it would be difficult for the Slayer to come back to Sunnydale. Too much had happened there. Old wounds which hadn’t quite healed.

Wesley also knew that Angel wouldn’t have asked if it weren’t necessary. And after hearing about what had happened to his boss’ Childe that it would be nothing short of a miracle to pull of what they had planned.

Faith popped the CD into the player and turned the volume up all the way, trying to drown out her own thoughts, her own memories. It wasn’t working. She had known from the moment she had broken down outside that guys apartment, the moment she had let herself cry, let Angel comfort her. She had known then that everything was about to change. She wasn’t running anymore, she wasn’t hiding. Angel wouldn’t let her. She had spent the past several months confronting her demons. It had been difficult, more than she could have ever imagined. But she had found that some part of herself still lived. Some part of her hadn’t been shattered by the fragments of her life.

She had found a sort of strange family in Angel, Cordelia and Wesley. A family she had never known before, never wanted, but now that she had it, she didn’t want to lose it.

That was why she was coming to Sunnydale. When Wesley had told her about the trouble that Angel had run into, she had felt anger on Angel’s behalf. She didn’t know Spike. She had only met him that one time, while in Buffy’s body, but she felt a sort of connection to him. She supposed it was because he was Angel’s childe, and she had become a sort of daughter to the brooding vampire. Although to be honest, he didn't brood nearly as much as she remembered. She supposed that was Cordelia’s influence.

Cordelia. There was a paradox if she ever saw one. She hadn’t known her well when she had been in Sunnydale, but everything she had believed about the girl had been wrong. So very wrong. She had more layers than a fancy French wedding cake.

Faith found herself liking Cordelia’s honesty. She didn’t hide her feelings. She laid it all out. Except maybe when it came to Fang. But that was a whole other issue.

Faith let her mind drift again as the cars sped by. She wondered how Willow would react to her coming back. Willow had been an enigma to her. She was incredibly smart, and brave, and yet she allowed herself to become nothing more than a piece of furniture for Buffy and her friends to trample all over.

Willow risked her life for them, and they didn’t even see it. Even while facing impending death, Willow had chosen to help her friends instead of escaping. And more than that she hadn’t backed down. She hadn’t tried to convince her that she still had a chance. She had told her it was too late. And it was. Then. She wasn’t ready to make the hard choices. Not then.

At the time, Faith had believed Willow foolish, now she knew it wasn’t stupidity that kept her there, but loyalty, even if she was loyal to the wrong people. Faith now understood that kind of loyalty. She now knew what drove the witch, despite the danger to herself. She knew it was the same thing that was bringing her to a place she desperately didn’t want to be.

****

Riley stood at the head of the conference table, handing out instructions for the upcoming mission.

"Okay. We have four hostiles. As we understand it, Hostile 17 is ill. We must take him alive. The others don’t matter. Capture them alive if possible, bring them in dead if not."

He looked at each of the people at the table in turn. Forrest eager, Graham expressionless, Mark had barely repressed anger shining in his eyes, and Buffy appeared determined. He nodded. "Let’s move out."

Professor Maggie Walsh watched the small team leave the conference room. She could wait for them to return with the hostiles. She was eager to begin tests on Hostile 17, and if what she had heard about the other hostile was true, she couldn’t wait to cut him open. A vampire with a soul. That wasn’t something you saw everyday.

****

Wesley knocked loudly and waited somewhat impatiently. After several seconds the door was swung open, revealing Giles. He looked different than the last time they had seen one another. He was wearing a sweater and a pair of slacks in place of his usual tweed.

"Rupert." Wesley stepped into the house, followed by Faith.

Giles looked at the Slayer warily. "Faith. How are you?"

Faith shrugged. "Five by five." Her eyes darted around the room. She saw Xander and the demon girl staring at her cautiously. She couldn’t help but smirk at the nervousness she saw in the boys’ eyes. "Don’t worry, I don’t bite." Her lips curved into a smile. "Oh wait, I do."

"Faith."

Faith turned around at the warning tone in Angel’s voice. She was about to speak when a noise from the top of the stairs averted her attention. Willow was standing at the top of the stairs staring at her with an expression she couldn’t read. She looked exhausted, like she hadn’t slept in far too long.

"Faith." She spoke as she descended the stairs. She walked up to the Slayer. "Thank you for coming."

Faith stared at the witch in confusion for a moment. She wasn’t expecting to be thanked. Slapped, yelled at, thrown out even, but not thanked. "Huh?" She asked dumbly.

"Thank you." Willow repeated. "I know this can’t be easy for you." She smiled slightly and then looked around the room. "Are we ready?"

Giles nodded. "Yes. Wesley and Faith will stay with Spike while I…"

"No." Faith cut Giles off.

"Excuse me?" Wesley asked.

"I’m going with you." She told them. She looked to Angel for support. He shook his head.

"Faith, no." Angel’s voice was firm.

"Fang, I’ll be a better use if I go with you. Wes can watch Blondie." Faith explained.

"I don’t think so." Angel was leery to put her in the middle of the present situation.

"She’s right." Willow’s voice was determined. We’ll need all the help we can get."

Angel sighed needlessly. "Fine, but lets get going. The sooner we get in there, the soon we get out. He doesn’t have a lot of time."

The group of seven filed out of the house and into the garage, climbing into the van Xander had procured for the secret mission.

*****

Once they had gone, Wesley went upstairs to check on his charge. As he entered the bedroom, he found himself gasping at the site. He had never met Spike. The only thing he knew about him was what he had read in the Watcher’s diaries or what Cordelia or Angel had told him. The accounts varied greatly. The Watcher’s information on him depicted him as a ruthless killer who had taken great pleasure in torturing his victims. Angel however spoke of him with no small amount of sadness. He had a great amount of guilt for what his demon had done to the blonde vampire. Cordelia, on the other hand, had several amusing stories to tell regarding Angel’s childe.

Nothing he had heard about the vampire prepared him for what he saw. He looked like death. Which considering he was dead should have been appropriate. But it wasn’t. He could feel the heat coming off of him. It was unnatural. The tremors, which racked his pale body, were further proof to just how close to permanent death he really was.

Wesley froze. He had thought he heard something. He strained his ears to see if anything else could be heard. When nothing was, Wesley relaxed only to be hurled to the floor when two men in camouflage came bursting into the room. They both ran to the bed and stared down at Spike in shock. One of the soldiers spoke into a communications device attached at the soldier. "Got him."

Wesley stood up carefully, and walked behind the two commandos. He noticed a heavy bowl filled with water on a small table near the bed. He crept towards it cautiously. Before he could reach it however, he felt something heavy hit him on the back of the head. He slumped to the floor, opening his eyes briefly, he saw the face of his attacker. Buffy Summers.

*****

Buffy watched as Wesley and Spike were brought into a section of the compound she head never been to. Wesley was locked in a low-security cell, while Spike was taken to one of the labs.

"Where are the others?" Professor Walsh asked from behind Buffy.

Buffy turned around. "I don't know. They weren't at the house. The only other place I could think of would be Angel's mansion. He hasn't lived in Sunnydale for awhile, but he still owns it."

Professor Walsh nodded. "Take a team and go there. Bring them back here."

Buffy smiled slightly. She didn't know what was going on. Where Angel, Cordelia and Willow were, or how Wesley fit into it. The last she had heard was when Wesley had left Sunnydale to return to England after the incident with the Mayor. But yet here he was, back in Sunnydale, apparently keeping an eye on Spike. It didn't make any sense. She hoped Professor Walsh could get some answers.

She followed Riley out of the building, leaving Professor Walsh alone in the room. She smiled as she entered the lab where Hostile 17 had been brought.

"Let's see what went wrong." She told the unconscious vampire.

*****

Xander parked the car near one of the many sewer entrances. He turned around and faced the group in the back of the van. "We ready?"

"Lets get it done." Angel opened the door and was thankful for the hazy weather and the splattering of trees that seemed to cover the tunnel entrance like a protective covering.

After several minutes and some well-directed turns, the group found the entrance. Angel looked to Faith. The two were going to remove the door forcefully if necessary. Luckily it wasn't. The door opened without much resistance. However they were then met with another door. This one was attached to a security device.

"Let me." Anya said with a smile." She approached the door and felt around the frame. As her fingers met with the sensors, she began to feel a long the edge for the switches he knew would be embedded there.

Cordelia watched the former demon, impressed. She was about to comment when her feet where knocked out from under her with the force of another vision. The images came to her with such force, her breath nearly stopped. "Oh God!"

"Delia? What is it?" Angel lifted her into his arms. "What did you see?"

Cordelia was shaking with fear. "They… they…" She stared at the group surrounding her. "We have to hurry."

Anya released the mechanism and the door slid opened, allowing the entrance into the compound.

Willow pushed past the others, her eyes darting around frantically. S he didn't know what Cordelia had seen in her vision, but she knew it had to be bad for it to have scared her so much.

"This way. We won't have to go too far. I just need access to one of there terminals." She pointed to a door off to the right. Let's try there first."

"Cor, What happened?" Faith asked as she stepped back.

Cordelia turned to the Slayer. "They were doing something to him. Experimenting on him." She whispered, allowing her fear to come through in her voice, if just for a moment.
 

Willow entered the room and was pleased to find a computer sitting on the lone desk in the office. She ran over to it, and ran her fingers expertly over the keyboard, searching its hard drive for the information she sought. When she found a group of files, which looked promising, she started saving them to a disk she had brought, bypassing the security measures.

Once the files were copied, Willow decided to take a look at some of the encrypted messages. What she found, made her heart skip a beat. Several in fact. "Angel." She called softly.

When the vampire stood behind her, she pointed to the message currently on the screen. "Look, according to this they sent a team to capture us. To capture him." She looked up at him, her eyes starting to water slightly. "Wesley would be no match for them."

Angel turned around, letting his vampire senses take over. "He's here. He's close." He turned back to Willow. "See if you can find out where they took him."

*****

Maggie Walsh looked through the microscope at the implant she had removed from Hostile 17. "Look what we have here. It's fused."

"You've found the problem?" Dr. Angleman spoke from behind her.

"It doesn't make any sense. It was fused somehow. This shouldn't have been possible." She shook her head in wonder. " We'll have to do some more test. Find out why."

"Where is he now?" Dr Angleman asked as he placed his eye over the microscope eyepiece.

"We moved him and the mortal he was with to block E." Professor Walsh explained.

"Excellent."

*****

Wesley stared warily at the unconscious vampire. He had known the moment he woke up that he was in trouble. He looked around the bright cell with dread. The Initiative had captured him, and Spike. Buffy Summers had helped. He had desperately wanted to believe that there had been some misunderstanding between the blonde Slayer and Angel. But seeing her standing over him after having knocked him out, Wesley realized that she understood perfectly.

Spike groaned from his place on the floor. His head was killing him, bringing back the memories of the headache he had just before he had lost consciousness. He opened his eyes slightly, and winced at the brightness.

"Spike?" He heard an accented voice speak to him. He tried to place it, but couldn't. It wasn't Giles. He shielded his eyes from the bright light, and opened his them again. He looked over to where he thought the voice was coming from.

"Who the bloody Hell are you?" He snapped.

Wesley cleared his throat. "Wesley Windham-Pryce. I'm a friend of…" He hesitated, "Willows."

Spike sat up. "Willow? Where is she?" He asked growing concerned.

"I don't know." He told him honestly. He assumed that she was somewhere in the compound, but he didn't think that information would go over well.

Spike tried to remember what had happened. How he had gotten here. How he had been recaptured. He stalked towards the human. "What happened?" He demanded.

*****

"Here." Willow pointed to an overhead map of the complex. "Block E. They have them together." She crinkled her brows in thought. "According to this, the easiest way to get there, will be to take this elevator down to the next level. Unless they know we're here, there shouldn't be too much…" She stopped as a feeling that was unfamiliar came over her.

"Willow? What is it?" Angel asked, concerned.

Willow looked up at the vampire, her eyes growing wide. "He's awake." She smiled brightly. "He's awake. I can feel him. He's confused, but awake."

"We don't have much time." Faith reminded them. "Lets get a move on."

*****

Buffy groaned. "He's not here."

They had searched the mansion thoroughly and had not found any evidence of Angel's presence. It didn't look like anyone had been there in months.

"Now what?" Graham asked Riley.

"We go back. Regroup." Riley left the house, feeling slightly dejected.

Buffy followed the commandos out wondering where Angel could be. Did he return to Los Angeles already? Without even saying goodbye?

****

Spike stared at the watcher. Wesley had just finished telling him about what had happened. He had vague memories of hearing voices around him, but everything else was a blank. What surprised him most wasn't what the implant had done to him, but that Willow's friends had stood behind her. Everyone except the Slayer. That hadn't surprised him, but the others had.

Spike tensed. He could feel Willow. She was close. He wasn't sure when he had started being so intune with her. How it was he could sense her. He could also feel his Sire. Peaches was with her. He vividly remembered the dream he had shared with her. He knew that when he got out of whatever mess they had gotten into, he was going to make her his. He was tired of pretending they were just friends.

Spike approached the glass cautiously. He remembered the shock he had received when he had been here before. There was a silence enveloping the room. Apparently they were keeping him in a deserted area of the compound. He looked around his cell carefully, trying to find anything that would lead to escape.

Then everything went black. The power had been shut down. He felt his true face slip into place, so he could see in the darkness. He heard the main outer door burst opened. Angel was the first to enter followed by a brunette girl he'd never seen before. Cordelia, Xander and Anya came in next, with Giles and on their heels. He eyes swept past him to the one person he really wanted to see. Willow ran up to cell and pushed the door open. She jumped up into his arms, hugging him tightly. He could feel her tears against his neck.

"Shhh. It's okay." He told her as he spun her around the room, oblivious to the audience.

Angel felt a smile breaking across his features at the site of Willow in Spikes arms.

"Hey, we gotta get out of her." Faith broke into Willow's happy moment.

Willow pulled herself out of his arms, but didn't let his hand go.

The group left the cell and made their wait out into the outer hallway. When they reached the elevator, they rode up in silence. As they opened the door, when the elevator stopped, the found themselves faced with a large group of armed commandos. What surprised them the most was the person standing in the front, a rifle leveled at them.

"Slayer." Spike hissed.

*****

"You don't look too sick!" Buffy sneered.

Angel growled at the snide tone in Buffy's voice and found himself wondering what he ever saw in her.

Willow pushed her way to the front and glared at Buffy. "Let us go."

Buffy stared at her friend, too shocked at the group, which faced her to say anything. She hadn't expected to see them here, any of them. She shook her head sadly. "You can go, but Spike stays here."

"I'm afraid they all stay." Mark spoke from behind Buffy.

Buffy whirled around to face the commando. "What do you mean?"

"According to our readings, there are two vampires, and three others who aren't quite human. The professor wants everyone."

Buffy turned back to face the intruders. "Sorry. It looks like no one is leaving."

Willow looked astonished. "Who are you?" She asked incredulously.

"I'm the Slayer." Buffy said as if that was the most obvious thing in the world.

Willow shook her head. "No, you were the Slayer. Now… I don't know what you are."

Spike turned slightly and looked at Angel. They shared a silent moment, each knowing they would do whatever was necessary to get everyone out safely. Angel slowly made his way through the group so that he was standing on Willow's other side.

Willow took a step back and felt herself being pulled slightly to one side. Faith took her place in between Angel and Spike.

"Well, B, looks like we get to party after all."

Before Buffy had a chance to respond, Faith hit her hard across her face, knocking Buffy off balance and causing her drop her crossbow. Buffy stood up and kicked out at Faith. Faith moved out of the way easily.

"You're out of practice, B. Seems you've relied to much on your new boy toy." She spun around and delivered a hard kick to Buffy stomach, knocking her to the ground.

Xander was taking out some pent up aggression on Mark, who was discovering that and Angry Xander, with military skills was not necessary something you wanted to face.

Meanwhile, Angel and Spike were keeping the rest of the Commandos from getting anywhere near the rest of the group. The two vampires were a force to be reckoned with. They moved fluidly, as one. Despite the time that had passed since they had last fought together, they still were in tune with one another.

The fight had progressed out into the hall, allowing the others to move from the elevator. Willow looked around frantically, searching for something, anything that would help them escape. Out of the corner of her eye, she saw a computer terminal. She noticed with a slight smile as Cordelia collapsed to the floor, faking a vision. It was a mockery of a true vision, but the Initiative wouldn't know that.
Wesley walked towards his fallen friend. "Don't just stand there, do something!" He shouted at Forrest, who had his rifle trained on the remaining four intruders. Forrest bent down to look at the girl, suspiciously eyeing the group. When he was close enough, Wesley grabbed the muzzle of the gun, and hit him across the face with it. Cordelia brought her leg out and kicked him, causing the commando to fall to the ground in pain. Anya hit him in the back of the head, causing him to loose consciousness.

Willow silently moved towards the computer, thankful that everyone was causing a big enough distraction for her to do what was necessary. It only took her a few seconds to get into the system. She smiled broadly when she realized this particular terminal housed the main system, gaining her access to everything. She found the environmental controls, and starting shutting down power in all sections, and then activated the computer's self-destruct sequences. She had found the program when she had tapped into the computer earlier. This particular safety measure was well thought out, and would not only affect this system, but any computer connected to it on the network, or by a modem, effective shutting down all of the Initiative's files, wherever they may be housed. She smiled to herself, as the lights went out, leaving everyone in complete darkness.

Willow made her way back to the group. She couldn't see anything in the darkness, save for two pairs of glowing golden eyes. The Commandos seemed to be at a loss. Without their fancy equipment, and clocked in darkness, they didn't know what to do.

"This way." Willow whispered, knowing that both Angel and Spike could hear her. Her eyes met one pair of golden, and she knew instantly whom they belonged to. S he smiled, knowing he could see it in the darkness. "We can get out this way. She pointed off behind her. "But since I can't see, one of you growly bears will have to lead the way."

The second pair of golden eyes moved, and headed in the direction Willow had pointed. Willow stayed behind, making sure everyone got out before she and Spike followed.

After several minutes and numerous corridors, Angel came to a door. "Is this it?" He asked.

Willow pushed through the small crowd to look at the door. She took a close look at the door reaching out a hand for the flashlight Xander had brought with them. When he handed it to her she trained it on the door, examining the numbers.

"Yes! This leads to the sewers, so we should be alright until either nightfall, or until one of us can go back and get the van."

She pushed the door opened and sure it enough, it led to a darkened sewer tunnel. Willow stepped through and held it open for everyone else to follow. Once everyone was out of the building and standing in the damp tunnel she looked around.

"Where to now?" Anya asked.

"Not sure." Willow admitted. "I'm not the sewer expert here."

All eyes turned towards Angel. He scowled slightly, although he couldn't help but see the humor in the situation. "This way." He pointed to their left.

As the group followed the vampire, Willow stepped back until she was walking alongside Spike. She reached for his hand in the darkness. "How are you?"

Spike squeezed her hand knowing it was just like her to be more concerned for him than anything else. "I'm fine, Red."

"So, how long do you think it will be before they get the power back up?" Xander broke the silence that had overtaken the tunnels.

"Not for awhile. I completely shut everything down, fried their system." Just as the words were leaving Willow's mouth the sounds of several small explosions could be heard behind them.

Willow froze as the explosions started getting louder. The ground shook slightly.

"Come On, Red. We need to get out of here." Spike picked the slight redhead when he realized she wasn't going to move on her own. He ran ahead of the group until he reached Angel.

"We need to get out of here." He whispered. "I don't know what happened back there, but it sounds like the whole building is gonna come down."

Angel looked at his childe cradling Willow in his arms. She seemed to be in a state of shock. "I know. Hiding out in the tunnels until nightfall isn't an option anymore."

"Xapper," Spike called behind him. Xander came up behind the two vampires. "Did you say you had a van around her somewhere?"

Xander nodded. "Yeah, it's…"

"Go get it. Now!" Spike snapped.

Xander ran past the vampires but stopped about a yard ahead of them. "Which way?" He asked sheepishly.

Spike groaned. Faith made her way through the group. "I'll show you."

Faith and Xander made their way through the tunnels ahead of them. After they were out of site, Angel turned back to Spike.

"Will she be alright?" Angel asked, concern evident in his voice.

"I don't know." Spike told him honestly. "I hope so."

A silence enveloped the group as they made their way through the tunnels and waited for Faith and Xander to return.

*****
Cordelia entered the kitchen silently and prepared a mug of warm blood for Angel. As she watched the seconds tick away on the microwave she thought about all that had happened in such a short time.
It had been nearly eighteen hours since they had rescued Wesley and Spike from the Initiative labs. Eighteen hours since the Initiative had come crashing down around them. Eighteen hours since Buffy had died.

She couldn't believe she was dead. It was a shock. It was so much that she missed her, because truthfully she had never liked her. If Cordelia were being perfectly honest, she could say she detested Buffy Summers. She had put Angel through so much, caused him so much pain, some of it recent, that she couldn't bring herself to feel for the Slayer. But it was shocking. But what was even more troubling was Angel's reaction to it. She had expected him to crumble, fall apart at the lost of his one true love. That hadn't happened. He hadn't shed a tear. Hadn't even spoken about it. That worried her.

*****

Angel stood on the balcony, staring up at the stars. So much had happened in the past twenty-four hours. So much lost. He thought about what had happened. When Willow had shut down the Initiative's computer system, she had triggered some sort of security measure. It set of a series of small explosions running through the entire compound. Within several minutes the building was collapsing around them.

The small group had barely escaped without injury. Well most of them had escaped without injury.

Angel had sent Faith and Wesley back to Los Angeles several hours ago. He didn't know how long he would be in Sunnydale, and he needed someone to keep an eye on things. Giles had left as well, with Xander and Anya. The trio needed to grieve in peace.

Angel heard the balcony doors open. He turned slightly. Spike came outside and lit up a cigarette.

"How is she?" Angel asked quietly.

"The same." Spike sighed needlessly. "Is everyone gone?"

"Yes. Giles took Xander and Anya home, and I sent Faith and Wesley back to LA."

"So, it's just you are your girl?" Spike smirked slightly, but the humor didn't reach his eyes.

"My girl?" Angel questioned. "I think you've misunderstood my relationship with Cordelia."

Spike snorted. "You love her. She loves you. What's to misunderstand?" He sat wearily on one of the patio chairs.

"It's not that simple, Spike."

"Dammit, Angel! It is that simple." He grabbed Angel around the neck and swung him around so he was facing the opened balcony doors. "Do see her?" He growled in Angel's ear. "I almost lost her tonight." He let his sire go. "I still might." He turned to watch Willow. She was lying across the bed, her arms wrapped firmly around her body, staring vacantly at the ceiling. "We're eternal. They're not." Spike walked back into his bedroom, leaving Angel alone with his thoughts.

Spike was right. As hard as it was for him to admit that Spike could possibly be right about anything, he was right about this. He ran a hand through his hair as he walked back into the house and headed downstairs. He needed to talk to Cordelia.

*****

Spike sat on the bed and pulled Willow into his arms. "Come on, Red. You have to come back to me." He felt her shiver, and smiled slightly. It was the first reaction he's gotten out of her since the first explosions had gone off.

"Red? Willow?"

Willow slowly unwrapped her arms from her own body and clung to his. "Spike?" S he whispered. Is it really you?" She looked up into his blue eyes.

"Yes, baby, it is."

She ran a hand across his cheek. "You're cold."

He chuckled. "I am dead." He gently reminded her.

"You were so warm, before." He took a deep breath to keep her tears from falling. "I thought… I thought…"

"Shh. I'm alright." He tilted her face up slightly a pressed his lips to hers.

She wrapped her arms tightly around his neck as he coaxed her mouth open, sliding his cool tongue inside to duel with hers. They were locked in a passionate embrace until her lungs demanded oxygen. He pulled away reluctantly and lay her head against his silent chest.

"Wow." She whispered. "That was better than the dream."

He chuckled. "I love you, Red."

Willow looked up at him, too afraid to believe what she thought she'd heard. What she saw in his eyes surprised her. She smiled. "I love you too."

Willow took a deep breath as her mind wandered back to what had happened that evening.

"What have I done?" She whispered. "I killed them, didn't I? Buffy's dead, isn't she?"

"Yes, pet, she is." Spike held her trembling body closer as she cried.

*****

Cordelia pulled the mug out of the microwave. She turned towards the door and startled slightly. Angel was standing in the doorway, staring at her with this odd expression on his face.

"Hi." She smiled slightly. "I, uh I thought you might be hungry." She handed him the mug.

As Angel took the mug from her, their hands brushed slightly sending a bolt of electricity through both of them.

Cordelia took a step back, trying to distance herself from Angel and the emotions he was bringing out in her.

"I think we need to talk." She told him as she sat down at the kitchen table.

Angel drained his meal and walked over to the sink to rinse out the mug. There was something odd about her tone. It brought an irrational fear through his dead heart. Maybe she didn't feel anything more than friendship for him. Maybe Spike was wrong.

"What about?" He asked cautiously as he sat down across from her.

"Buffy." She spoke quietly. She didn't want to upset him, but she knew he would feel better if he talked about it.

"What?" He asked dumbly. He didn't what he had expected her to say, but that wasn't it.

"Angel, you don't have to pretend you aren't upset. You're true love is dead." She placed a hand comfortingly over one of his, ignoring the sensations the simple touch brought forth. "Angel, We're… friends. I want to help."

Angel placed his other hand over hers and smiled. "Thank you." He sighed needlessly. "It's hard to explain." He stood up and walked over to the other side of the kitchen, trying to focus his thoughts, so he could explain how he felt.

"I am saddened by her loss. I'll miss her, but… She isn't… wasn't who she used to be. She wasn't the same girl I fell in love with. I'll always have a place in my heart for her, but she no longer has sole possession of it." He paused, not sure how to continue. "I've fallen in love… with someone else."

Cordelia felt her heart stop, or maybe that was wishful thinking. "Oh." She was barely able to say the word.

"Yes." Angel smiled. "She's intelligent, and beautiful, and witty, although she isn't very tactful."

Cordelia looked up at him sharply.

"But, she has a keen fashion sense, and doesn't mind my eating habits."

"Angel?" Cordelia asked carefully. "Are you saying… what are you saying?"

Angel walked over to her and lifted her out of her chair; he placed a hand gently across her cheek and tilted her face up to meet his. Leaning down he placed a gently kiss against her lips. "I love you, Cordelia Chase."

*****

Willow awoke the next morning, nestled in a pair of cool arms. Spikes arms. She opened her eyes to find him staring down at her.

"Morning, luv."

"Good morning." She snuggled deeper into his embrace, resting her head against his chest.

Willow felt his body tense slightly. It seemed as if he wanted to tell her something, but was afraid to. All of a sudden, she felt this fear go through her.

"You're leaving." She stated sadly.

"Peaches' asked me to go back to Los Angeles with him." He tilted her head up so he could look into her beautiful green eyes. "How do you feel about UCLA?"

*****

"Is this everything?" Xander asked as he carried what he hoped was the last bag.

Willow laughed. "Yes, that's everything."

They had just finished packing up the dorm room. They had taken all of Buffy's stuff to her mothers, and were now packing the last of Willow's stuff into the back of Cordelia's car.

She hugged Xander tightly after he closed the trunk. "I'm gonna miss you. Anya too."

Xander grinned. "We'll come and visit. Soon. So tell Deadboy Jr. to stock up on the munchies."

"What will you do now?" She asked him quietly, feeling slightly guilty for bailing on him.

"We're gonna go… somewhere. Travel a bit." He told her.

"Really?" Willow asked, surprised.

"Yeah," Xander walked back with towards the dorm room, for one last check to make sure they didn't forget anything.

"With the Initiative gone, and Giles returning to England, there isn't reason to stay. Besides Anya said something about having fifty-one more states that we need to make love in."

Willow made a face. "Too much information." She giggled.

Willow took a last look around the room she had shared with Buffy. "It's all different now. Nothing will ever be the same, will it?" Her voice had a hint of sadness.

"No, Will, but it'll be better." He hugged her tightly.

She nodded. "Yes, it will."

She closed the door behind her for the last time. "I had better go. It'll be sunset soon, and we need to get going." She hugged him one last time and climbed behind the wheel of Cordelia's car.

******

The End
 

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