"She's dying," Xander whispered.

"Yes," Giles nodded. "I suppose it was to be expected. A slayer's life
expectancy is very short. The fact that she's survived this long is an
anomaly."

"She looked so pale," Willow said. "So fragile."

Giles placed a hand on her shoulder, "She isn't suffering, Willow.
She's just wearing out. She'll simply fall asleep, and it'll be over."

Willow shook her head, "She is suffering. She's staring at death, and
she knows she can't fight it. She knows she has to leave us behind.
What will we do without her?"

"Another will be called," the watcher said.

"She won't be Buffy," Xander replied angrily.

"No," Giles swallowed and turned away. "She won't."

"What will happen after she's--gone? To the Hellmouth, I mean?" Willow
asked.

"It won't be pleasant. The killings have already doubled since Buffy
has been incapacitated," Giles said.

"But the new slayer will arrive quickly, won't she?"

Giles sighed heavily, "I'm afraid not. The young woman who had been
chosen was killed two days ago in an apartment fire. Her replacement
has been found, but she'll have to be trained."

Willow looked at him anxiously, "How long will that take?"

"Not long, a couple of weeks. But things will be rough here in the
meantime," Giles answered.

"I can't listen to this," Xander stood. "You're talking about
replacements, and Buffy isn't even dead yet."

"We have to be practical," Giles commented.

"You be practical! You may be able to just plow right on ahead, but I
want time to grieve."

"Xander, that isn't fair," Willow said in Giles' defense.

"None of this is fair! I can't be cold and objective about losing one
of my best friends. You two can sit here and plot the future. I'm going
to the hospital."

***

"Hey," Buffy smiled weakly as Xander opened the door to her room.

He walked to the bed and took her hand, "Hi."

"You here alone?" she asked.

"Yeah. Giles and Willow are making plans for your replacement," he
answered bitterly.

"Don't be angry, Xander. The Hellmouth will exist long after I'm gone,
and I can't imagine the demons pausing for a moment of silence in my
honor. Giles and Willow are doing the right thing. I want you to watch
out for yourselves," she said softly.

"I don't want you to go," he whispered.

"I know. I don't want to leave, but I don't have much choice. Xander,
do something for me," she asked.

"Anything," he nodded.

"Promise me you'll help Angel. He's taking this really hard. Don't let
him grieve alone after I'm gone," she said. "I know you're not crazy
about him, but he's important to me. This is important to me."

Xander brushed a strand of hair from her forehead, "I promise."

***

Willow and Angel stood side by side in front of the new grave. He
brushed away a tear and took her hand.

"I've seen so much death," he spoke so softly Willow had to strain to
hear him. "It never gets easy, but this one is so--"

"I know," Willow whispered. "She never stopped loving you. It's hard to
believe she's gone. It hurts."

He nodded silently.

"Will you be all right?" she asked.

"I'll have to be," he answered. "The new slayer will be here in a week.
I want to be able to help her. Buffy would have wanted that."

"Yes, she would," Willow agreed. "We'll all help, but it won't be the
same."

"It'll never be the same," Angel said sadly.

As the two mourners turned and walked away, Spike stepped out of the
shadow of a monument to take their place in front of the grave.

"Goodbye, slayer," he said as he knelt and placed a blood-red rose at
the base of the tombstone. "I hated you, but I liked you, too. Rest in
peace."

***

While the slayer's mourners had grieved on the night of her death, the
Hellmouth's demons had celebrated with a bloodfest. Even the most
ardent disbelievers in the undead had bolted their doors and prayed to
whatever gods they believed in for safe deliverance from the second
night's evils.

"Is she coming?" Willow asked as Giles hung up the phone.

"Not for another five days," he answered. "I tried to make the council
understand the gravity of the situation here, but they refuse to let
her come any earlier. We'll have to hold things together until then,
somehow."

"Xander and I will cover the cemetaries," Angel offered.

Giles nodded and looked over at Oz, "We'll patrol the town."

Willow glanced around the table, "I'm coming, too."

"No," Angel said. "It's too dangerous."

"Like hell!" she argued. "I've never sat out before, and I'm not going
to start now. Giles, I need to help."

"Willow, I have to agree with Angel," Giles told her.

She pushed back her chair and stood up, "I appreciate what you're
trying to do, but you know as well as I do that all of us put together
can't do the job of one slayer. If we're going to make any difference
at all, it's going to take all of us. I want to do this, for Buffy's
sake. I'll patrol the park."

"Not alone," Angel said.

"It's well-lit. I'll be careful," she promised.

"Not alone," Angel repeated insistently.

"With me, then," Spike said as he pushed open the library doors and
entered the room.

Angel stood and moved around the table.

"What the hell are you doing here?" he hissed.

"You need help. I'm here to give it," Spike said casually.

"Why?" Giles asked. "Why would you want to help us?"

"This is a Hellmouth, not Armageddon. I don't fancy watching it be
destroyed," he answered.

"Why should it matter to you? You could just move on. The world is full
of necks to suck on," Xander said.

"I like it here," he shrugged. "It's as good a place as any, better
than most. I'm a predator. I kill to survive."

"And because you're basically just evil," Oz added.

Spike smirked, "That, too. The hunting here is good and easy. The
residents in general are too stupid to stay inside at night. Aside from
that, the new slayer, whoever she is, is going to be left in the dust
if the demons obliterate Sunnydale. Word has it she's a novice.
Watching her track down and subdue a new Hellmouth might be
entertaining, but it would most certainly be deadly, as well. And you
know it."

Giles looked at Angel, "He's right. She'll need weeks of training even
after she arrives. We need his help."

Angel nodded reluctantly and glared at Spike, "If you step out of
line--"

"Save the threats. We're wasting time. Fancy a stroll through the park,
Red?" Spike asked Willow.

She looked at Giles, who nodded his consent.

The four men watched in uneasy silence as Spike held the door open for
Willow.

"We'll meet back here in three hours," Giles said.

"Three hours," Spike agreed and followed the redhead out the door.
***
Spike lunged from behind and grabbed the attacking vampire by the hair.
He wrapped his arm around his throat, and the demon roared as Willow
drove a stake into his heart.

"Funny, you don't look the slayer type," Spike grinned as he moved
beside her to continue their patrol through the park.

"Trust me, I'm not," she relied. "No delusions of grandeur here."

"You're doing all right, Red," he said. "I never would have thought you
had it in you."

"Not much choice," she shrugged. "I wish Buffy were here. I miss her."

"I can understand that," he nodded.

She looked over at him, "You can? You hated her."

"Yeah, but I respected her. She was a worthy adversary. Well, when she
wasn't pining over that half-breed."

"Don't," Willow said.

His apology was genuine, "Sorry. Force of habit."

Willow smiled, "And I suppose you're not used to working with the good
guys."

"Not exactly," he admitted.

"I really don't understand why you're doing this. You could have free
run of the place," Willow said.

"Where would be the fun in that? The demons would drain Sunnyhell like
a reservoir in a drought. Besides, a good fight whets my appetite."

She looked at him uneasily, "Oh, really?"

Spike chuckled, "Don't worry. You're strictly off the menu."

"Good. I really don't--"

Spike put a hand on her arm, "Vampire, straight ahead. You ready, pet?"

"Ready," Willow nodded.

The room breathed an audible sigh of relief as Willow followed Spike
into the library.

Spike eyed the group of men, "Check her out, not so much as a nibble."

"How did you do?" Angel asked Willow.

"We did okay. I lost count," she answered.

"Eight," Spike said. "This one fights like a demon when she has to."

Giles and Angel exchanged cryptic looks as Willow smiled up at her
blonde companion.

"Is any of this doing any good?" Oz spoke. "We knocked off a couple
dozen vampires, but how much difference do you really think it'll
make?"

"For now, it's all we can do," Giles replied. "At the very least, they
know we aren't giving up."

"I suppose that's got to count for something," Xander said.

"It's late," Giles observed. "The sun will be rising in an hour. I
suggest we all get some rest. We'll meet back here tomorrow night."

"Walk you home, Red," Spike offered as he placed a hand on Willow's
shoulder.

"Don't bother," Angel spoke. "I'll see she gets home."

"No bother at all. You look ready to fall asleep on your feet, pet, and
I'd be grateful for your protection" Spike grinned at the small
redhead.

Willow laughed, "I think you're overestimating my abilities."

He arched an eyebrow, "You think so? Well, in that case, may I offer
you my protection?"

Spike took her hand and glanced at Angel. He laughed to himself and
decided he could afford to be a bit chivalrous if it bought such
obvious discomfort from the dark vampire.
***
The streets were as quiet as death as Spike escorted Willow along the
sidewalk.

"Can we win this?" she asked, her voice sounding unnaturally loud in
the still night.

"I don't know, pet. I meant what I said back there. You're a hell of a
fighter when you have to be. We make a good team," he smiled.

"You know, I kind of hate to admit this, but you're not so bad when
you're not being...bad," she told him.

The vampire chuckled, "Thanks, ducks. You're absolutely good when
you're being bad."

"Thanks, I think," Willow giggled.

"I'm a bit surprised your boyfriend let me walk you home without an
argument," he said.

"My boyfriend? Oh, Oz. He's not, not anymore. Things happened; we grew
apart. We're friends now, finally. And why am I telling you all this?"
she wondered.

"Because you're hitting on me in an oh-so-subtle way?" Spike guessed.

"Uh huh. That must be the reason," she answered dryly as she stopped at
the end of a driveway. "This is home. Think you can make it the rest of
the way without me?"

"I'll whistle. And run," he grinned.

Willow laughed out loud, "Good night, Spike."

"Night, pet," he replied and waited until she was safely inside her
house before he turned and walked away.
***
"There you are," Willow said as Angel entered the library. "We were
beginning to worry."

"Not all of us," Spike commented.

Angel glared at the vampire for a brief moment before addressing Giles,
"We've got trouble."

Giles stared soberly back at him, "Trouble?"

Angel answered grimly, "Our show of force last night was taken
seriously. What we've seen so far is going to be nothing compared to
what's coming."

"How could it possibly get worse?" Xander asked.

"If the demons have interpreted our attack as a challenge, it could get
much worse," Giles spoke. "Sunnydale could be in for a bloodbath."

"Exactly," Angel nodded. "They'll tear this town apart, one resident at
a time."

Willow's face had grown even paler than usual, and she cleared her
throat nervously, "What do we do?"

"I don't know," Giles admitted. "I'd need to research--"

"We don't have time for bloody research!" Spike snapped. "You think
these bastards are going to wait around until you've had a good read
over a nice cup of tea?"

"Shut the hell up, Spike," Angel's voice was ominously low. "No one
asked for your help."

"You need my help, you stupid git, if you don't want to see this town
wiped off the map, and you know it," Spike shouted.

"Stop it, both of you," Willow demanded. "When this is over, I'll
personally hold the damn door open so you two can go outside and beat
the hell out of each other. On the other hand, if you intend to sit
here and indulge in hurling verbal stakes at each other, none of us
will survive, anyway, and you'll never get the chance to pound each
other into bloodless pulp. So either shut your fucking mouths, or say
something useful!"

All eyes, save two, stared at her in mute shock. Spike, who was
absolutely riveted by her irate outburst, draped his arm around her
shoulders and leaned close to her ear.

"I knew there was something I liked about you, pet," he smirked.

Willow breathed a sigh and reigned in her temper, "So, what do we do,
Giles? We can't just sit here while they destroy the town."

"We'll have to defend ourselves as best we can," Giles answered.

"Fight them? All of them?" Xander asked. "I don't have a suicidal bone
in my body."

"Then lay back and be killed," Spike said. "Because that's the
alternative."

"I sent Oz to pick up the weapons I keep stored at home," Giles told
them. "We'll divide them out and cover the town as best we can."

"No one's going out after dark these days, anyway. That should put a
damper on the demons' party," Xander suggested.

"Not if they're burned out," Angel replied.

"Burned out?" Willow asked.

"That's the plan. Torch the houses and send the residents into the
streets. Easy prey," Angel explained.

"Oh, hell," Xander sighed. "We don't stand a chance."

"We have to try," Willow stated.

The doors swung open, and Oz motioned from the doorway, "I got
everything."

Giles nodded and turned to the others, "I'll fill him in on the
situation. We'll meet back here just before sunrise. Be careful."

"Spike!" Willow shouted as a huge figure stepped out of the shadows and
threw itself on the blonde vampire.

Spike grabbed hold of his attacker's arm and flipped him over his
shoulder. The demon sprang to his feet and hit Spike squarely in the
jaw.

"Drop!" Willow barked as she shouldered the crossbow.

Spike hit the sidewalk as Willow released the arrow. It hit its target,
dead on, and the vampire vanished in a swirl of cascading ashes.

Spike stood and brushed himself off.

"You never cease to amaze me," he grinned at his companion. "Where'd
you learn to shoot like that?"

Willow shrugged, "Adrenaline rush."

"Right," he replied, taking the weapon from her and giving her waist a
quick squeeze. "Remind me to really get you pumped sometime."

Willow caught sight of the thick, black smoke ascending into the night
sky from the other side of town.

"It's started," she whispered.

Spike's gaze followed hers, "Hang in there, luv. It's going to be a
long night."

"We don't stand a rat's chance in hell," she told him.

"Hey," he wrapped an arm around her shoulders. "We're not rats, and
this isn't hell--yet."

She grinned, "Well, if we're going down, I'm definitely taking as many
of those bastards with me as I can."

"That's it, pet," he nodded. "Come on, and stick close to me."

"Not a problem," she promised.
***
"You all right?" Oz asked as he pulled Giles up off a pile of ashes.

"Yes," Giles nodded. "Thanks to your quick reflexes."

Oz eyed the block of burning shops, "We can't take them. You know
that."

"We'd do better if we were all together," Giles responded, refusing to
contemplate their odds.

"Think we can make it across town?" Oz asked.

"We have to try. We'll go past the cemetary and see if we can collect
Xander and Angel."

Oz nodded and followed the watcher.
***
Willow was staring in fascinated horror as fire lapped out the broken
windows of the Bronze. Spike turned as Giles, Oz, Xander, and Angel
approached from the end of the street.

"We're going to die," Xander muttered as he looked across at their
former hang-out.

"Shut up," Willow ordered. "Giles, we could use some ideas here."

He looked at her grimly, "It seems to be rather an unorganized assault.
Angel hasn't heard about any base of operations. We're dealing with
dozens of vampires who are engaged in a killing frenzy."

"Dozens?" Willow asked.

Angel nodded, "They've turned some of their victims. Their army is
growing by the hour."

"Bloody hell," Spike hissed.

"I'll second that," Oz spoke as a half dozen vampires appeared from
around the street corner.

The gang paired off as the vampires ran toward them. The first grabbed
Xander by the neck and flung him into the street. Willow snatched the
crossbow away from Spike and hit the second in the throat as he raced
toward her. He fell to the ground, and Willow released the arrow into
his heart as her companions took on the other four vampires.

Willow reached into her pocket and ran toward Xander. The vampire who'd
attacked him was crouched over his inert body. The demon whirled
around, and Willow flung the uncorked bottle of holy water in his face.
He howled once and disappeared.

"Xander," Willow groaned as she cradled his bloody head in her hand.

"Willow!" Spike roared as the last of the assailants threw himself on
the small woman.

She brought up her knee and hit him solidly in the balls. He landed on
the pavement and rolled over as Spike bent low and plunged a stake
through him.

Willow crawled back to the lifeless form of her young friend.

"Xander," she whispered softly.

Spike knelt and drew her away from Xander's body. She buried her face
in his chest and sobbed as the others looked on in grief-stricken
horror.

Spike drew Willow up from the pavement. She clung to him as he held her
tightly. He'd never felt anything so small and delicate as this brave,
young woman in his arms.

Oz's outstretched hand was halted by the low growl that rumbled from
the blonde vampire's chest.

"I'm sorry, pet. I know you cared for him," he whispered next to her
ear.

He felt her steel herself as she pulled away from him and scrubbed away
her tears with the heel of her hand.

"There's no time for this," she said. "We have to keep moving. There'll
be time enough for tears later."

He looked down at her with renewed admiration as she squeezed his hand
firmly.

"Willow," Angel spoke. "I think you should go back to--"

"No!" she refused. "Don't even suggest it. We've wasted enough time.
Let's go."

Giles looked at her as if seeing her for the first time. He nodded, and
they moved off down the street. They cut through the park, picking
their way around and over the bloodless corpses strewn about on the
grass. The sickening stench of smoke and burning flesh had begun to
permeate the air that hung over the town.

The small group stopped as a chorus of shouts and screams echoed from
the far side of the park. They broke into a run and stopped under the
relative protection of a short row of leafy trees. Several residents,
five or six in all, were running in blind panic toward a small,
deserted church. Two men at the head of the group threw open the doors,
and they nearly trampled over one another in their haste to get inside.

"Will they be safe in there?" Oz asked.

Angel shook his head, "The demons will burn them out."

"We have to help those people," Giles stated.

Spike and Angel exchanged dismal looks--a church, of all places.

"I'm going in," Willow said.

The two vampires watched as the three mortals ran toward the building.

Spike shook his head in resignation, "Not without me, pet."

Angel forced a breath from his lungs and reluctantly followed.

Giles was the first to step through the doors. The traumatized
residents were huddled in the foremost pew at the other end of the
aisle. Spike and Angel came in the doors. They slammed them shut and
threw the latch on the deadbolt. Spike turned around, and his stomach
lurched at the sight of the massive cross hanging at the front of the
altar.

"You okay?" Willow asked.

He grinned weakly, "Not my favorite place of refuge. I'll manage,
ducks."

Giles had made his way to the front of the church and was talking in
soothing tones to the strangers. Their shocked expressions made it
clear that very little of what he said was getting through to them. A
loud banging on the doors sent the residents skittering to their knees,
mouthing silent prayers amidst their sobs.

"They won't come in here," Angel said.

Oz sniffed the air, "Smoke."

"Bloody hell," Spike snarled.

"We have to get them out of here," Willow stated.

"Out of here--to where?" Oz asked.

"I don't know," she admitted. "But they'll burn alive if they stay
here."

Spike grabbed her arm before she could step away, "I can't help you,
pet."

She looked over at the large cross and back at him, "I know. It's
okay."

Impulse overcame reason as he pulled her against him and gave her a
hard kiss. She drew away and smiled at him.

"I won't leave here without you," he promised.

She nodded, "Stay by the doors. We may need your eyes. And yours,
Angel."

Oz followed Willow down the aisle. Giles looked up from the cowering
group.

"Giles, they have to leave. The church is burning," Willow said.

"I know. I can't make them hear me," he told her.

Oz put a hand on one of the men's shoulders. The man looked at the
unfamiliar face and pushed him away.

"You have to get out, "Willow's voice was firm. "You'll die in here."

One woman in a tattered and dirty dress stood, "We'll die out there."

"At least you'll stand a chance," Willow replied.

"Have you seen those monsters?" the woman asked in wide-eyed fear.

The redhead nodded, "I know. Let us help you."

"I'd rather burn in here than go back out there with them," she
refused.

Willow sighed in frustration and latched onto her arm. The woman
struggled and pulled away from her.

"Leave us alone!" she shouted.

"Guys," Oz spoke as the ceiling above them groaned ominously.

"We'll each take two," Giles suggested.

They grabbed hold of the strangers and tugged them up off the floor.
Most of them were too terrified to fight, but the woman who had spoken
to Willow was being stubborn.

"No!" she shrieked. "I won't go out there!"

"You'll die in here!" Willow shouted.

The rafters above the altar gave way as they burned through and
collapsed, sending burning wood flying in every direction. One of the
men screamed as his pantleg caught fire. Giles pulled him away from the
edge of the platform and beat at the pantleg with his hands.

"Leave them, damn it!" Spike roared from the back of the sanctuary.

Giles shook his head and wrapped an arm around the pain-addled man,
taking his weight against his side. Willow grabbed the woman and one of
her companions and began to pull them down the aisle. Oz grabbed two
more and followed her.

The front of the church was now engulfed in flames as Willow, Oz, and
Giles struggled with their uncooperative charges. Willow turned back as
the stained glass window above the altar exploded.

With the altar and its sacred symbols obliterated by the fire, Angel
and Spike raced down the aisle. Spike grabbed Willow's arm and wrenched
her free of the women who were holding her back. He dragged her toward
the back of the church as the angry flames crept toward the second row
of pews.

Angel had vitually picked Giles up and was carting him to safety when a
great span of the ceiling tumbled to the floor, burying the residents
under it. Spike threw back the lock and flung the doors open. The two
vampires hauled Willow and Giles down the steps and away from the
conflagration.

Spike tightened his purchase on Willow's hand and barreled into a
waiting vampire. The demon went sailing and landed several feet away in
the grassy churchyard. They tore away from the scene of destruction and
headed back toward the darkness of the park. They stopped under the
cover of a pavilion, and the two humans struggled to catch their
breath.

Willow looked over at Giles, "Where's Oz?"

The watcher had never appeared so visibly shaken, "He didn't make it
out, Willow. He's gone."

"No!" she shouted. "We have to go back!"

"There's nothing to go back to, luv," Spike said. "We can't save him
now."

"Oh, God," she whispered as his hands gripped her shoulders.

"We have to get out of here, out of Sunnydale," Giles spoke. "It's
hopeless. The entire town is ablaze."

"Give up?" Willow asked.

"Willow," Angel said softly. "It's over. We've lost. If we stay here,
the two of you will be killed. You must realize that."

She nodded once as the pain of their losses settled into her brain.

"Maybe in the morning, we can find out what's left," Giles suggested.

"Dawn's only a couple of hours away. We have to find someplace to
stay," Spike told them.

"There's an old farmhouse outside of town on Dover's Hill. It's a good
hour's walk, but we should be able to make it in time," Giles said.

"Lead the way," Angel agreed.

Spike's hand found Willow's in the darkness and wrapped around it as
they followed the watcher away from the park, taking great care to stay
within the shadows.

By the time the farmhouse came into view, vampires and mortals alike
were exhausted. They searched the house, but found not so much as a
candle. The water in the kitchen tap provided Willow and Giles with a
much needed drink. A pair of dusty curtains hung from the window above
the sink, and Angel tore one into strips and dampened them with cool
water. He wrapped them around the watcher's blistering hands.

Spike returned from a quick walk around the exterior of the house.

"There's a storm cellar that should do for the day," he told them.

They followed him outside, and he lifted the heavy metal doors leading
under the house. They descended the wooden steps into the pitch black
cellar, and Spike closed the doors behind them.

Giles and Willow were lost in the inky darkness of the unlit basement.
Spike placed his hand on the small of Willow's back and guided her to a
corner where several empty feedbags had been piled together. He handed
a few of them to Angel, and the dark vampire placed them on the dirt
floor and helped Giles down onto them.

"We can make the trip back to town after the sun rises," Giles
suggested.

"Do you think anything will be left of it?" Willow asked as Spike drew
her gently down onto the floor.

"I don't know. I suppose there must be some survivors. The vampires
can't have gotten to all of them in a single night," he answered.

"We can talk about this later," Angel spoke. "Right now, we need to get
some rest."

Willow's body stiffened as Spike drew his arm around her and attempted
to settle her back against him.

"It's all right, pet," he reassured her and stroked her arm. "Get some
sleep."

She relaxed against him as exhaustion overtook her. He continued to
caress her arm softly until he heard her breath take on the slow rhythm
of sleep. He put his arms around her and leaned back against the wall,
giving in to his own fatigue.
***
Neither Angel nor Spike were enthused about Giles' decision to check
out the town.

"We'll be safe," Willow told them. "And we'll be back long before
sunset."

"What's the point?" Angel asked. "There can't be anything worth going
back for."

"There may be people who need our help. We have to know how severe the
damage is," Giles told him. "And I'll try to phone the council while
we're there. We need the new slayer."

"Bit late, isn't it?" Spike asked. "Even if there is anything left,
it'll be destroyed tonight. I say we get the hell out of here."

Willow touched his arm, "You can't go anywhere in daylight, so whatever
we decide to do will have to wait until tonight. We need to find some
medical supplies for Giles' hands and something to eat."

Spike put his cold hand over hers, "Just be careful, pet. I don't want
to have to come looking for you."

"We'll be back in a few hours," she promised.

Angel and Spike moved into the shadows at the far end of the cellar as
Willow and Giles climbed the stairs and opened the doors just enough to
allow them to pass through.
***
Several buildings were still burning as Giles and Willow walked along
the quiet streets of Sunnydale. The only people in sight were the
lifeless shells that had fallen victim to the vampires' deadly rampage.
The corpses of four firemen lay on the street near their trucks, where
their bodies had been drained and dropped in the night.

"Tell me this is a nightmare," Willow's soft voice broke the eerie
stillness.

"I wish I could," Giles responded.

They found a drugstore that had been relatively unharmed by the fire
that had ravaged most of the town. Willow picked up some ointments,
bandages, rubbing alcohol, and aspirin from the shelves.

"We need to find something to eat," Giles said as he laid a few bills
on the counter.

Willow couldn't help but grin at his actions, "Think the manager will
be along to ring that up?"

"Only if he's been vamped, and then he won't have much need for it,"
the watcher replied and left the money, anyway.

They walked to an equally empty grocery store a couple of blocks away
and picked up some food items and drinks, along with some candles,
matches, and a few kitchen and bath items. Giles paid for them in the
same manner he had paid at the drugstore.

"You're honest to a fault," Willow told him.

If there were any residents who had escaped the night's fury, they had
either hidden themselves well away, or fled the town entirely. Giles
and Willow made their way to the school, which had been left relatively
untouched, due to the fact it had been vacant of prey.

The library looked ironically normal, like a ghost who didn't realize
he'd passed through life's portal. Giles tried the lights and the
phone, but neither were working.

"I'm sure it's the same everywhere, no power, no phone lines," he said.

He retrieved his car keys from his office, and Willow helped him carry
a few of his most useful books out to his car. They loaded them in the
trunk and put the medical supplies and groceries in the back seat.

Giles' hands were screaming from the abuse they'd been subjected to.

"Could you drive?" he asked Willow.

She nodded and got in behind the wheel. They drove slowly through the
town. The streets were littered with bodies and debris, and Willow
maneuvered around them carefully.

She parked the car along the curb across from her house, or what
remained of it. The entire block had been burned to the ground, and her
former home was reduced to smoldering cinders. Willow got out of the
car and walked across the street to her driveway. A charred vehicle
stood where the garage had once housed it.

"She was home," Willow whispered as Giles came up behind her.

"Your mother?" he asked. "Oh, God, Willow. I'm so sorry."

The redhead's jaw tightened as she clamped down on the emotions that
threatened to overwhelm her.

"There's nothing left," she murmured. "Buffy, Xander, Oz, Mom. They're
all gone."

"She may have gotten out," Giles spoke.

Willow shook her head, "If they burned her out, she only escaped as far
as the nearest set of fangs."

The calmness of her voice sent a chill down the librarian's spine.

"Willow, we should leave," he said. "Come on. Let's get back to the
farmhouse."

She remained rooted to the driveway, unhearing, as visions of her
mother's death played through her mind.

"Willow," Giles' voice was firm.

She shook herself from her shocky daze and turned to him.

"All right," she nodded.

Giles concerned gaze followed her as they returned to his car and
headed out of town.

"Is she all right?" Angel asked, his voice edged with concern.

Giles looked over at Willow as she sat close to Spike.

"I don't know. She's been through a lot. She's running on pure
willpower. I tried to persuade her to get some sleep, but she refused.
Maybe Spike can reason with her," the watcher replied.

"Now, there's a partnership I'll never understand," Angel said.

"I know," Giles nodded. "But she seems to listen to him. If he can get
through to her, he'll have my undying gratitude."

"You're really worried about her," Angel stated.

"I am. I've never seen her close down like this before. She's strong,
though. She'll get through this."

"She has to," Angel agreed.
***
"Luv, you really need to get some rest," Spike said.

"I'm not tired."

"You're exhausted! You look deader than I do," he told her.

Willow grinned weakly, "It's all just so crazy. I can't take it in."

"I know," he rubbed her back.

"I've never seen anything like it. So many bodies, so much destruction.
Spike, everything's gone," she whispered.

He pulled her close to him, "We're here. I'm here. You're not alone,
pet."

She rested her head against his cold, silent chest.

"I'll be all right," she told him.

He stroked her hair as she drifted into quiet thought.

"I wonder if she suffered," she suddenly spoke. "I wonder if she burned
alive, or if they tortured her before they--"

"Shhh," Spike hushed her. "Willow, don't. Whatever happened, it's over
now. She isn't hurting anymore."

"She was my mother, Spike. We were never very close, but I loved her,"
she said.

"I know, baby. I'm sorry."

"I can't ever tell her," she trembled against him as hot tears stung
her cheeks.

He whispered to her softly and rocked her gently as she wept.

"Tears," Giles breathed from across the room. "At last."
***
"Where are Spike and Angel?" Willow asked as Giles pushed a sandwich on
a paper plate at her.

"They've gone out for a little bit. They won't be long," he answered.

"Gone out? Into town?" she asked.

"Yes. We're not the only two who have to eat," he said distastefully.

"Oh. You should have woken me. I could have--"

Giles shook his head, "Sleep was the best thing for you. The town's too
dangerous at night. They can make a quick surveillance and fill us in.
Willow, please eat."

She smiled softly as him. She took a bite of the peanut butter sandwich
and was surprised to find she was hungrier than she had thought.

"I'm sorry I got so emotional," she apologized and took a long drink
from a small bottle of water.

"There's no need to apologize. We're living through a nightmare. A few
well-earned tears are not out of place," he assured her.
***
Spike dropped the drained vampire to the ground. Second-hand blood was
decidedly not his preference, but the first-hand sort was hard to come
by in the decimated town.

Angel and Spike turned as the woosh of flames sounded from across the
block.

"Looks like they're about to finish the job," Spike commented.

Angel nodded soberly, "There's a hospital nearby. Let's see if we can
get a few bags of blood."

Spike looked at him in disgust.

"It's better than starvation," Angel snapped. "Unless you're planning
on having Willow for breakfast."

The blonde vampire scowled, "I wouldn't hurt her."

"I know. I don't understand it, but I believe it," Angel replied.
***
The hospital was unnaturally silent. The beds were occupied by the
corpses of former patients, and the bodies of doctors and nurses lay
about the corridors and nurses' stations. They found their way to the
blood bank, and the two vampires pocketed several bags of blood.

As they made their way out an exit, they were met by a snarling vampire
clad only in a hospital gown. The demon lunged at Angel, and Spike
grabbed her by the back of the neck and crooked his arm around her
throat. He grabbed her hair and twisted her head. The bones cracked
loudly as he broke her neck and tossed her limp body to the pavement.

"Let's get out of here," Angel said.
***
"Did you find anyone alive?" Giles asked as the vampires gave him a
detailed description of what was once Sunnydale.

"No," Angel answered. "If anyone's survived down there, we didn't see
them."

"I'm driving into the next town," Giles informed them. "I must contact
the council. Their procrastination has wiped out an entire town. I want
the slayer here, now, and they're bloody well going to listen."

"What the hell for?" Spike snarled. "There's nothing left here!"

"That may or may not be true. This is our home, Spike, and I can't just
turn my back and walk away. I suspect Willow can't either," the watcher
said.

"I'll go with you," Angel offered.

Giles nodded, "Thank you. I'll need you to drive. You two stay here,
and don't go into town."

"Right. No moonlight strolls through the park," Spike said.

"I mean it, Spike," Giles ordered.

"Don't worry. We'll be right here when you get back," he answered.
***
"Willow, you're pacing," Spike told her.

She stopped and turned to him, "Sorry. I wonder what's happening down
there."

"Pet, don't even think about it," he warned her.

"I'm not. Well, okay, I am. But I won't."

"Damn right, not without getting past me," he told her. "But--"

"But?" she jumped on the word with wide-eyed interest.

"We could hike to the top of the hill. I'll bet there's a great view of
the town from there."

Willow's face lit up with the first true smile that had graced her face
in days. She grabbed Spike's hand an dragged him out the door.

"I thought mortals had to breath," he commented as he followed her
quick steps up the hillside.

"I'm thinking of giving it up. It's a nasty habit," she said over her
shoulder.

"Don't even joke about that," he replied.

The steep climb began to level off as they neared the grassy field at
the top of the hill. Willow stopped and looked out at the town far
below them. It glowed orange as flames of newly-lit fires could be seen
licking at the blackness of the night sky. The sight was at once
gruesome and beautiful.

"An entire town gone in less than a week," Willow whispered. "Those
poor people."

Spike moved behind her and drew her back against him, wrapping his arms
around her waist.

"Could we have prevented this?" she asked.

"When the slayer died, Sunnydale's fate was sealed. Without another to
take her place, there was no way to stop them," Spike answered.

"If Buffy hadn't died. If the first replacement hadn't been killed. If
the second had been ready. So many ifs," she said softly.

"And none of them make a damn bit of difference, luv. This is the
reality. This is what it is," he told her.

She nodded against his chest, "I know. What do you think will happen
now? Will they continue on to the next town?"

"It would be like destroying the storage bins in a famine. They wanted
revenge. They wanted to annihilate the slayer's territory. They've
succeeded. They'll stop," he answered.

Even in grief, the redhead's brain continued to grasp for
understanding, "What will the rest of the world make of this? How will
they explain the destruction of a whole town?"

Spike rested his chin on her head, "There are more people who know of
our existence than you realize, pet. The council has members strewn all
over the globe, many in very high positions of authority. They'll
explain it away, somehow. Rational explanations for the seemingly
irrational aren't that difficult to fabricate."

"And no human in his right mind would want to consider something more
sinister if a comfortable alternative is set in front of him," Willow
agreed. "All those people, all my friends, my mother, died for nothing.
No one will ever know."

"Maybe it's better if they don't," he suggested.

"Maybe," she replied sadly.
***
"The council was stunned," Giles told them. "They wouldn't even believe
me, at first. How could they not have considered what might happen with
no slayer to patrol the Hellmouth?"

"What happens now?" Spike asked.

"They're putting the new slayer on a plane tonight. She'll be here late
tomorrow morning," the watcher answered.

"Oh, good," Willow spoke bitterly. "We can show her the party she
missed out on."

Giles looked at her, "It isn't her fault, Willow. You can't take your
anger out on her."

"I know. I know. She was following orders. I'd like to take the
council's orders and shove them up their collective asses with a
pitchfork," Willow spat. "They're directly responsible for everything
that's happened here. An inexperienced slayer would have been better
than no slayer at all."

"It's done," Giles told her. "Let it go."

"You let it go," she snapped. "I want to hurt somebody."

Their apprehensive stares followed Willow as she stormed out of the
kitchen, slamming the screen door behind her.
***
"I'm sorry," Willow said as Spike followed her into the back yard.

"You're entitled," he smiled. "Anyway, you're pretty hot when you're
pissed off."

She grinned, "It isn't like me, though. I've never felt so much anger."

"Luv," he cupped her face in his hands and tilted her head to look into
her eyes. "You've faced one of the worst scourges I've ever witnessed.
If you come out of it with nothing more than justified rage, I'd say
that's pretty damned impressive."

"I don't understand you," she confessed. "You hate humans."

He laughed and hugged her close, "Most of them. You're not the average
human. You're not the average anything, pet."

"You should have been a coach. You give good pep talks," she said as
her hands pressed against his back.

"I'm only telling you what I see," he replied as he kissed her coppery
hair and rested his cheek against the top of her head.

Willow sat in stubborn silence during the drive back to the farmhouse.
The young slayer's attempts at making conversation had fallen on deaf
ears. Giles breathed a sigh of relief as he stepped out of the car.

"Athena," Spike muttered. "Who the hell names these girls? Kennel
owners?"

Willow stifled a giggle as the trim brunette surveyed the strangers
with curious eyes.

"The council has advised that we make a sweep of the town tonight,"
Giles broke the uneasy silence that had enveloped the room.

"And we all know what their advice is worth," Willow said. "Why not go
now, before dusk?"

"It may be beneficial to make the demons aware that the new slayer has
arrived," he explained.

"Beneficial? Giles, there's nothing left down there!" she argued.

"It still the Hellmouth," the watcher's voice was growing angry. "Stay
here if you don't wish to go."

Willow looked at him apologetically, "Of course I'm going. I'm sorry."

He smiled softly, "It's all right. We do need to stick together if
we're going to find out what the vampires are planning on doing next.
If the population of Sunnydale has been wiped out, they'll have to move
on."

Athena had stepped closer and was eyeing Spike and Angel with interest.

"Why are these vampires helping us?" she asked.

"Because some of us care," Angel answered.

"And some of us don't fancy having our food supply eradicated," Spike
added.

Athena arched one perfectly shaped eyebrow and looked into his steely
blue eyes.

"At least you're honest," she smiled.

"I've made it my unlife's creed," his voice dripped with sarcasm.

"We have several hours before dark," Giles interrupted the exchange. "I
suggest we spend it training."

The slayer nodded and retrieved her dufflebag from beside the front
door.

"Do I get to spar with you?" she asked Spike as she returned to her
watcher's side.

Spike sensed Willow bristling beside him and took her hand, "I'm sure
Angel will oblige. I'd rather wrestle with Willow."

Angel rolled his eyes, and Willow bit her lip to keep from grinning as
Spike squeezed her hand.

Athena looked at Angel appreciatively, "He'll do."

Spike and Willow retreated to a corner as the other three moved to the
center of the room. Willow shook her head as Angel flipped the new
slayer to the floor for the third time.

"I've never fought an acutal vampire before," Athena explained as Angel
pulled her back up onto her feet.

Giles stepped forward, "Your center of balance is off."

"Why do I suddenly feel hungry?" Willow whispered from across the room.

"Why do I suddenly feel like watching you eat?" Spike replied.

They stood and went into the kitchen as Athena landed on her back once
again.
***
"We're all going to die tonight, but at least we'll go out laughing,"
Spike said.

Willow grinned and took a bite from her apple, "Giles is a great
trainer. She'll be okay by tonight."

"We're going to need a bit more than okay, pet," he told her. "You
don't like her much, do you?"

She shrugged, "I know I can't be objective. She'll never replace Buffy.
She certainly likes you, though."

Spike grinned wickedly, "Jealous?"

"Why would I be jealous?" Willow demanded. "I'm not jealous!"

He leaned down close to her ear, "Not even a little?"

"No," she said firmly, refusing to look at him.

He chuckled and turned her face to his.

"Liar," he said softly as his lips brushed hers.

"Are you sure she's ready for this?" Willow asked as they parked on the
outskirts of town.

"She was doing much better by the time we finished training," Giles
answered.

"Well, as long as we don't meat any actual vampires, we should be
okay," Spike commented dryly.

Giles shot him a cold glare from the front seat and opened the car
door. Spike grinned at Willow's scowl as Athena grabbed hold of his
arm. He dropped his hand to Willow's ass and squeezed it. She yelped
and jumped away.

"Are you all right?" Giles asked, looking back at her anxiously.

"I think she's having vampire problems of a different variety," Angel
said and frowned warningly at Spike.

"Oh, that's all right then," Giles' face reddened as soon as the words
were out of his mouth. "I mean--"

Spike burst out laughing at the watcher's poor choice of words. Athena
stared at them as if they'd all lost their minds.

Giles cleared his throat, "Perhaps it would be best if we all stay
together. Athena may need our support."

He turned, and they followed him down the street into town.

The streets were dark in the absence of working streetlamps, and only a
few dying fires and the light of a full moon guided their footsteps.

"The choice of lairs must be thoroughly diminshed," Giles spoke. "It
shouldn't be too difficult to track it down."

"Any ideas?" Athena asked.

"The only building standing intact was the school," Willow said.

They cut across town and made their way toward the sprawling building.

"Lights," the slayer pointed. "I thought the electricity was out."

"Candles," Angel explained. "Vampires' eyesight doesn't require much
light.

They approached the building from the far side and stole around the
back where the rooms were dark. The watcher unlocked a door, and they
entered cautiously. Giles motioned toward the corridor, and the slayer
stepped up beside him.

They rounded a corner and found themselves in the path of a very
surprised vampire. He lept at the slayer and grabbed her by the throat.
She struggled in his iron grasp as he drew her up off the floor. Giles
grabbed for the demon's hand. The vampire swatted him away with a
backhand that sent the watcher crashing into the wall.

Angel and Spike advanced on the attacker as Willow side-stepped around
him. She pulled the stake from the slayer's flailing hand and shoved it
into the vampire's back. Athena landed on the floor and labored to
catch her breath.

"I think the council got the wrong girl," Spike muttered as Angel
pulled Athena up from the floor.

Willow rushed over to Giles, "Are you all right?"

"Yes, he answered, wiping a trail of blood from the side of his head.
"Is everyone else?"

"Yeah," she nodded and helped him up.

"You okay?" Angel asked as Athena rubbed her bruised throat.

"I think I failed that test," she lamented.

"You didn't see it coming," Giles told her.

"Yeah, most vampires give proper warning," Spike said. "They wear
bells. Like cows."

Willow snorted as Giles flashed him an angry glare. Angel's sensitive
hearing picked up the sound of voices from down the corridor.

"In there," he gestured toward the gymnasium doors.

"There's a side entrance that might be more unobtrusive," Giles said.

The shouts of several angry vampires came from behind the side door.

"So, we're left with a Hellmouth and no food!" one snarled. "What damn
good is that to any of us?"

"You weren't complaining earlier! You did just as much damage as any of
the rest of us," another yelled back.

"Well, what the hell do we do now?"

"Split up and move on. There's nothing left to stay here for--"

"Wait a minute," the first said.

Giles looked at Angel as the voices grew silent.

"Damn," Angel hissed.

"What is it?" Willow whispered.

"The slayer. They've sensed her."

"Come on," Giles ordered.

They turned and raced down the hallway as the gymnasium doors burst
open.

Angel was the first to reach the exit. He flung open the door and
shoved Giles and Athena through. Willow watched Angel's back disappear
through the open door as a cold hand clamped around her neck and
dragged her backward. Spike whirled around as Willow cried out. A very
solid, very hungry vampire glared back at him as he wrenched Willow's
arm painfully behind her back.

"Spike," the demon sneered. "I'd heard you'd gone over to the other
side."

Spike's game face emerged, and a low growl sounded from the back of his
throat.

"Let her go. She's mine," he demanded.

The demon shook his head and laughed, "I don't think so. She's pretty,
and I'm hungry. When did you start associating with mortals, anyway?"

"You bloody sod," Spike snarled. "You started burning the town into
oblivion without thinking about what you were going to do for food when
it was over. You didn't really think I'd help with such a stupid idea,
did you? I grabbed the first human I found and went underground."

"She's your pet?" the vampire asked sceptically.

"I've been feeding from her for three days, and I don't intend to share
her around now," Spike snapped. "You can starve. I've marked her. She's
mine."

Willow's eyes were fastened on Spike as she silently prayed the vampire
holding her wouldn't check her for bite marks.

"But the slayer was here. We felt her," the demon said.

"And I would've had her, you git, if you hadn't stopped me," Spike told
him.

The younger vampire began to waver under the elder's angry stare.
Spike's proclivity toward violence was legendary, and the demon wasn't
keen on having a master's wrath directed at him.

"We need a master," the demon spoke. "Everything is falling apart now
that the town has been destroyed."

Spike recognized the test of loyalty for what it was and looked at the
vampire with icy eyes.

"I don't work with anyone," he told him. "You'll do as I say, or you
can all bloody starve."

"They'll listen to you," the demon promised.

"Give her back. I won't share her," Spike ordered.

The vampire hesitated, and then released Willow. Spike took her arm and
pulled her over to him.

"What's going on? Did you find them?" a voice asked as a small group of
vampires appeared around the corner.

Willow edged closer to Spike, and he placed his hand on her back.

"Spike's resurfaced," the demon explained. "He's going to get us out of
this mess."

The group stopped and looked at the blonde vampire with a mixture of
hope and dread.

"Get us out? How?" one of them asked.

"Well, we can find the bloody fools that started this massacre and feed
them their own eyeballs. Sounds a sensible place to start," Spike
growled.

The other vampires shuffled uneasily and avoided his amber glare.

"We'll follow you," one of them managed to find his voice. "Just tell
us what you want us to do."

Spike nodded, "Round up the others. Tell them to meet me in the
library. I want that slayer found and killed."

The vampires retreated to carry out his orders, leaving the one who had
captured Willow behind.

"Library," Spike barked and dragged Willow past the demon.

He clenched Willow's hand as they neared the front doors of the school
and slipped a stake from his duster sleeve into her hand.

"Fight me," he murmured under his breath.

Willow immediately began to pull away from him. Spike snarled and
latched onto her arm as the vampire behind them rushed forward to help.
Willow spun in Spike's grasp and nailed the demon in the heart. He
roared furiously and vanished.

Spike snatched up Willow and ran toward the doors, crashing through
them and racing out into the night air.
 

Spike nearly trampled over Giles as he and Willow flew across the
street and into the darkness.

"What happened back there? Are you two all right?" the watcher asked.

"No time, Giles," Willow said between breaths. "We have to get out of
here."

The others followed without hesitation, and they ran in the direction
of Giles' car. As they approached the end of the street, two vampires
rushed toward them from across the street. Angel pivoted and swung out
at one of them. The vampire reeled backwards and landed on the
pavement. He jumped to his feet and came at them again.

Athena's slayer instincts took over, and she kicked high. The vampire's
nose crunched as her foot made contact with his face. She landed on top
of him and staked him.

The remaining attacker began to back off and turned to flee. Willow
grabbed a charred board from the gutted building behind them and thrust
it through the demon.

"You know, luv," Spike draped an arm across her shoulder. "I'm glad
we're on the same side."

"I got one!" Athena whooped as she jumped up off the street. "Did you
see it? I got one!"

"You're going to have to get a lot more than one if we don't get out of
here," Angel warned her.

Her enthusiasm unabated, she turned and sprinted toward the car.

"You two had a near miss," Giles said as they rode back to the
farmhouse.

Spike felt Willow shudder beside him and put his arm around her,
drawing her closer.

"Too near," he agreed.
***
Athena was still bouncing when they arrived at the farmhouse. Giles
couldn't help but smile at the young slayer's animated delight.

"What happens now?" Angel asked the watcher.

"We should try to destroy as many of the vampires as we can before they
move on," he answered.

"What about Sunnydale? What will happen to the town?" Willow asked.

"I don't know," he admitted. "I'm sure the council will work as quickly
as possible to rebuild it."

"Can they do that?" Athena questioned.

"Let's just say they have connections, and leave it at that," Giles
advised. "In the meantime, the town is uninhabitable. We'll have to
leave."

The obvious conclusion, which everyone had been carefully avoiding for
days, struck them like a sudden, piercing pain.

Giles looked at each of their anguished expressions and drew in a heavy
breath, "Well, we can discuss that later. I think we could all do with
some rest."

The windows having been heavily shuttered against the sun's rays, they
turned to go to their rooms. Athena latched onto Angel's arm. Willow's
eyes followed them as they drifted up the creaking staircase.

"I'd like her a lot better if she didn't try so hard," Willow said.

"Whereas you don't have to try at all," Spike smiled and let a strand
of her hair glide through his fingers.

"You do need rest. You're hallucinating," she told him.

"Would you like to know what wicked visions are flickering through my
mind?" he asked.

"No!" she answered. "It's time for bed."

"I thought you'd never ask," he said and pulled her up the stairs.

"Spike!" she hissed as they stopped outside her adopted bedroom.

"Relax, pet. I'm joking. Sort of," he grinned.

Willow backed up against the door and felt for the doorknob as Spike
placed his hands on her face. He planted his lips on hers in a hard
kiss, giving her a brief introduction to his tongue, before breaking
away and releasing her.

He smirked and squeezed her waist, "When you're ready, luv, you only
have to ask."

She turned the knob, entered the room, and closed the door quickly
behind her. She leaned against it and pressed her fingers to her
reddened lips.

"Oh, goddess, he's good," she whispered.
***
Giles and Athena left early to return to the next town and phone the
council. While Angel and Spike slept, Willow investigated the barn and
outbuildings that stood in varying states of disrepair about the
property. She found a few old crates and some barn boards and lugged
them back to the house to serve as a makeshift table and chairs.

The atmosphere in the old, musty house was depressing and had began to
pull on Willow's already flagging spirits. She sat down on one of the
crates and drew her feet up onto the edge. She let her mind wander back
over happier times.

Berating Xander for putting off studying until the last moment. The
sound of Buffy's laughter over a well-timed joke at the history
teacher's expense. Oz's steady hand in hers as they walked home from
school. Researching together in the library under Giles' calm guidance.
Nights at the Bronze when all that mattered were her friends and the
music.

Willow leaned her head against her knees as overwhelming sorrow sent
tears spilling from her eyes. She wept silently and bitterly for
everything she'd lost that would never be regained. No friends, no
family, no home, no Sunnydale, no anything that had been a foundation
on which her life had rested.

Willow started as Spike's hand gently pressed against her shoulder. He
pulled her up and wrapped his arms around her. She buried her face in
his chest and sobbed until her body was exhausted, and her tears ebbed.
Still, he continued to hold her in silence.

A shuddering breath escaped from her lips, and he lifted her in his
arms and carried her upstairs. He settled her beside him on the hard
wooden floor of his bedroom. Her body relaxed against his, and he
kissed her head softly and tightened his embrace as sleep chased away
her grief.
 

Willow awoke and looked up at Spike to find him looking at her.

"Hi," she said.

"Hi," he smiled and traced his finger along her jawline.

"Just what you always wanted, a sniveling female," she apologized for
her earlier display of emotion.

"Stop it, Willow," he ordered. "I hate it when you talk that way about
yourself."

"Old habits, I suppose," she replied.

"Time to lose them," he told her. "You're incredible."

"Am I?"

"Yes, you are," he insisted.

His lips met hers and drew them into a long, soft kiss.

"Spike, we can't," she objected.

"Just let me finish this fantasy," he asked and kissed her again.

"Fantasy?" she repeated, pushing herself up from his chest. "About me?"

"About us, actually," he said and forced her back down to resume the
kiss.

The slamming of a car door sounded from outside the house. She broke
away and scrambled to her knees.

"That's Giles," she told him.

"Remind me to take a bite out of him later," the vampire grumbled.

Willow laughed and pulled him up off the floor, "Come on. Let's find
out the latest."
***
"As soon as the sun sets, we're leaving," Giles informed them.

"What about pest control? I thought we were going to knock off a few
blood-suckers before we left," Athena said.

"The council feels you're not ready for such a confrontation. I suppose
they're right," he told her.

"Okay, so we're leaving. Where are we going?" Willow asked.

"Athena and I will be going to England to continue her training. I'd
like to take you with us, but the council feels she needs time alone to
hone her skills," Giles explained.

Willow looked away from him, "I understand."

The watcher laid his hand gently over hers, "It'll only be for a little
while. When Sunnydale is rebuilt, we'll return."

"I'll look forward to that," she said softly.

"As will we. Where will you go?" he asked.

She shrugged, "I don't know. Not too far away. I'll keep up with what's
happening here, and I'll be here when you return."

"I hope so," he smiled.
***
The afternoon was spent loading what few belongings they'd accumulated
into the watcher's car. The sun had dipped well below the horizon by
the time they'd packed the last of it into the trunk.

"I'll drop you in the next town on our way to the airport," Giles
offered as they stood on the lawn of the farmhouse. "You should be able
to make your way from there to wherever it is you decide to--"

His words were cut short by a scream from the car. They turned to see
Athena being tossed against the vehicle by an angry vampire. A large
group of his cohorts suddenly appeared at the crest of the winding
driveway.

Angel sped around the back of the car and dragged the attacking demon
off of Athena, tossing him aside.

"Get her out of here," Angel shouted to Giles as he pulled the slayer
up and opened the car door.

Another band of demons came from around the side of the house.

"Bloody hell," Spike groaned as he gripped Willow's hand and scanned
the perimeter for an escape route.

He headed toward the other end of the house, pulling Willow along with
him. The yard gave way to a wooded copse, and he raced toward them.

"Spike, we can't leave them back there!" Willow shouted as he pulled
her into the cover of the trees.

"There has to be at least a couple dozen of them. We can't fight them
all at once, luv," he told her. "Your mates will have to fend for
themselves."

His steps slowed as he led her through the heavy underbrush.

"They'll be killed!" she protested.

"I'm sorry, Willow. We don't stand a chance against that lot, and
you're more important to me than your friends are," he said stubbornly.

"Where are we going?" she asked.

"Into town. We'll have to find someplace to lie low until we can find
out what happened back there," he answered.

"There's no place left in town! We can't stay there!" she told him.

He stopped and fixed her with an exasperated stare, "Stop arguing with
me, damn it.

Her bright green eyes blinked under his insistent glare, and he bent
and kissed her firmly.

"I'm not crazy about the idea either, but we're rather spoilt for
choice, pet," he told her.

She nodded and allowed him to lead her out of the trees and onto the
driveway that led to the road into town.
***
Finding a place to rest proved to be frustratingly difficult. After an
hour of searching, they found a row of aluminum storage buildings
behind a burned out apartment house. The doors on several had been
pried open, and Spike chose the nearest and stepped inside. Willow
followed and looked around. Boxes were stacked along the back wall with
a pair of bicycles leaning against them. If anything else had been
stored here, it was gone now. Spike retrieved a soiled canvas tarp that
had been left near the door and tossed it down on the cement floor of
the small box-like shelter.

"If we ever get out of this place, I'm going to soak in a hot tub for a
week," Willow spoke.

"I'll wash your back," Spike offered.

She grinned and shook her head, "What do we do now?"

"You up to another adventure through the school?"

"If it means finding out if Giles and the others are okay, yes," she
answered.
***
As they neared the school, Spike suddenly laid a hand on Willow's arm.
She looked up at him. He stepped backwards and guided her around the
shell of a car that had been abandoned along the street. Her hand
reached for his and hung on tightly.

"Spike," the word was spoken so softly, Willow's ears could not pick it
up, but she noticed the look of surprise on Spike's face.

"Angel," he said as a dark figure emerged at the side of the car.

Willow let go of Spike's hand and flew around the car. She wrapped her
arms around the tall vampire and hugged him fiercely.

"You're all right!" she whispered.

He returned the embrace and gently drew her away.

"Giles and Athena?" she asked.

"Were taken. I hoped you two would come back here," Angel said.

"They're inside. Alive?" Spike asked.

"I don't know. They were when they were dragged off, but Giles was
pretty badly beaten," Angel answered.

Willow stepped around him, and his hand shot out and latched onto her
arm, "No, Willow. We can't just go charging in there. You know what
happened the last time."

"But--"

"No buts," Angel told her. "We're only going to get one shot at helping
them. We can't screw it up."

"And we can't stand here talking about it," Spike added. "Come on."

It wasn't until they had put several blocks between themselves and the
school that they finally slowed their pace.

"Do you think they'd listen to you?" Angel asked Spike as they took
cover under the shadows of an alley that ran between the remains of two
buildings. "You had them believing you were still with them last
night."

"Being discovered at the farmhouse must have shot that game to hell,"
Spike answered.

"I'm not so sure they saw you. They were focused on the slayer and her
watcher. No one went after you when you took off. I don't think anyone
noticed, except for us, you bastard," Angel said.

"What the hell should I have done? Stood there and let them drag Willow
off, too? Maybe held her for them while they drained her?" Spike
snarled.

"Of course not, but you could've done something," Angel snapped.

"I did. I got her out of there."

"Could we save this for later? Let's help Giles and Athena, and then
you two can kill each other," Willow snarled.

"Right," Angel yielded. "Anyway, I don't think they know you're with
us. If you can get inside, you can get them out."

"What do I do about Willow?" Spike asked.

"Leave her here with me. We'll follow as closely as possible," Angel
suggested.

Spike shook his head, "They're never going to believe that I've left my
pet wandering the streets, or tied her up somewhere for some other
demon to find her."

"Your pet? They think Willow's your pet?" Angel hissed.

"It was the only way to save her pretty neck," Spike said.

"Well, you're screwed either way, then, because they're bound to notice
you haven't fed from her," Angel told him.

"Unless he does," Willow spoke.

Angel stared at her, "I think exhaustion has overcome your sense of
reason."

"Look, he doesn't have to cause permanent anemia. He only has to take
enough to make them think I'm his personal blood bank," she said.

Both vampires were looking at her as though she'd sprouted a tail.

She sighed angrily, "Have either of you got a better idea? Spike, you
have to get in there, which means I have to go with you, which means
stick your bloody fangs in my bloody neck before I rip them out of your
bloody head!"

Spike chuckled. Angel scowled.

"You're one hell of an influence," Angel grumbled.

"And you're jealous," Spike sneered as he put his hand around Willow's
neck and pulled her close to him.

Angel watched in concern as Spike's eyes met Willow's. She nodded, and
his fangs descended as his game face emerged. Still cradling her neck,
he slipped his other arm around her waist and nuzzled against her
throat. He licked at the vein throbbing gently below her ear and placed
a cold kiss on her skin.

Her hands gripped his back as his fangs pierced her flesh. Spike took
her full weight against him as he suckled from her neck. Under normal
circumstances, the purity and sweetness of her blood coating his tongue
and flowing into his body would have been a rarity to savor. After days
of nothing but bagged blood, hers was an intoxicating pleasure. It took
no small amount of control on his part to withdraw his fangs from the
warmth of her throat. He lapped at the droplets that oozed from her
wound and placed a soft kiss on her neck.

Angel looked on in considerable discomfort as Spike drew Willow's head
against his shoulder and held her tight to him. He'd witnessed Spike's
gentle care of Drucilla in the forever distant past, but even that was
nothing compared to the tenderness he lavished on the small redhead.
Angel blinked back tears and turned away as a vision of a young, blonde
slayer danced through his mind.

"I shouldn't go any farther than this," Angel said as they scrambled
through an open window and into an empty classroom.

"Don't worry. I'll wail like a banshee if we need you," Willow
promised.

He smiled, "Be careful."

Spike took Willow's hand, and they made their way down the corridor
toward the gym. A vampire emerged from the doors and stopped in front
of them.

"Spike! Where the hell did you disappear to last night?" the demon
asked, eyeing Willow with interest.

"The bloody git who was supposed to be following us to the library
decided he'd rather help himself to my pet," Angel snapped. "You're
damn fortunate I came back at all. If anyone else crosses me, I'll
leave you here to burn like everything else in this town. Got it?"

The vampire nodded and nervously studied Spike's boots, "We found the
slayer and her watcher at an old house outside of town."

Willow's hand shifted in Spike's, and he squeezed it in silent warning.

"Where are they?" Spike asked.

The demon motioned toward the doors behind him.

Spike stepped around him and pulled Willow through the doorway into the
gym. A sizable assortment of vampires were gathered about the large,
cold room. Spike approached the nearest group.

"You have the slayer," he spoke.

One of them nodded and settled a hungry stare on Willow.

"Don't even think about it," Spike snarled. "If you didn't have the
sense to grab your own before you burned the town to charcoal, I
suggest you suck on each other. She is my property, and only mine."

The vampire backed away in deference to the elder.

"So, where are they?" Spike demanded.

The demon's eyes shifted to a dark corner near a row of bleachers
across the gym. Spike led Willow over to the captives. She flinched at
the sight of Giles' battered body.

"You don't know them, pet," Spike whispered close to her ear.

He pushed her to the floor beside the watcher.

"You aren't going to bind her?" one of the demons asked.

"She'll do as I say," Spike answered.

Willow's body tensed as he nuzzled her throat. She felt his fangs make
contact with the sore wounds on her neck and gasped as he drew a small
taste of her blood into his mouth. His cold tongue soothed the
punctures.

"Sorry, baby," he murmured into her ear. "Free him."

She sat still for a moment as Spike rose to his feet and beckoned the
other vampires to follow him to the center of the gym. Willow scooted
behind Giles and began to work at the length of rope that bound his
wrists.

Athena was slumped against the wall behind him. She was unconscious,
her breathing slow and shallow. Spike's voice came from across the room
as he addressed the demons.

"You have the slayer and her watcher. What do you intend to do with
them?" he asked.

"We'll kill them, and--"

"The hell you will," Spike silenced the vampire. "You kill that slayer,
and another will take her place. A hell of a lot of good that'll do us.
You'll keep her alive. She's no threat as she is now. What's your plan
for getting out of here? Cars?"

The demons looked at each other, afraid to speak.

"Well?" Spike shouted.

"The cars were destroyed along with everything else," one finally
answered.

"That's great. So, you're planning on walking out of Sunnyhell? If you
leave now, you should be able to catch a beautiful sunrise on your way
into the next town," he suggested sarcastically.

"We can't stay here and starve!" another scowled.

Spike's hand wrapped around the demon's throat and shook him violently,
"Who the bloody hell asked for your input? Very impressive. No food and
no way out. You need transport, you stupid sods. What about the car
dealers around town?"

"We torched them," the vampire croaked out.

Spike flung him aside and looked at the others, "Bus terminal."

"Gone," another answered regretfully.

"Car parks," the elder tried again. "You can't have destroyed every
fucking car in every fucking car park."

"We got a lot of them," the same demon replied.

"A lot, but not all? Split up, and check them out--all of them," Spike
ordered.

"That could take all night!" one of them objected.

"And you have something better to do?" Spike eyed him darkly. "Get
moving."

"Some of us should stay here with you, in case we're needed," a voice
from behind him suggested.

"Needed for what? There's no one else here, and I got over my fear of
the dark a couple of centuries ago."

"Angel was with the slayer when we took her. He got away. What if he
shows up here and tries to rescue them?" the vampire asked.

Spike nodded, "All right, you stay. Soulboy can't take both of us. The
rest of you, go."

Willow had finally succeeded in untangling the rope from Giles' wrists
when Spike called to her.

"Pet," he shouted.

She stood and walked over to him.

"Is the slayer still alive?" he asked her.

She nodded mutely.

"Keep her that way, or I'll drain you dry. Understand?" he snarled.

He pulled her against him and forced her lips to his. His mouth was
brutal, but his tongue was gentle, and his hand squeezed her waist
reassuringly. He pulled away and ran a thumb along the marks that
identified her as his. The pressure on her tender flesh brought tears
to her eyes, and Spike choked back a moan of regret. Her eyes met his
and sent him a brief look of understanding before it was quickly
replaced by the pretense of fear.

He released her, and she returned to the watcher's side. Spike saw the
look of open admiration on the younger demon's face as he witnessed his
master's control over the little redhead.

"Guard the door. If Angel does come looking for them, take him out,"
Spike ordered.

The vampire nodded and moved to the doors. Spike waited until he was in
place on the other side of them before going to Willow.

"I hurt you," he said softly.

She took his hand, "It's all right; you had to. Can we get them out of
here?"

"Not without Angel," he told her. "I'll go around the other corridor
and bring him back."

"Spike!" she whispered. "Don't leave me here alone!"

He drew her against him and kissed her softly, "You'll be all right,
luv. I won't be long."

She watched as Spike crept out the side door. Then she moved to Athena.
The slayer's skin was distressingly pale, and a deep gash cut across
her forehead.

Giles moaned quietly, and Willow quickly moved back beside him. The
door across the gym suddenly swung open, and the vampire entered and
looked around. He ran to Willow and grabbed her by the arms, pulling
her up off the floor.

"Where is he?" he growled.

Her heart pounded wildly in her chest as she struggled to escape his
bruising grasp.

"I asked you a question!" he roared as his lips curled back from his
yellowed fangs.

Willow cried out as he shook her.

"Pet or no pet," he snarled. "You're mine, now."

She screamed, and he brought his hand to her mouth. She latched onto it
with her teeth and bit down hard. The demon howled and lashed out at
her with his other hand. He struck her with enough force to send her
flying against the wall. She scrambled to her feet and tried to move
around him. He charged into her, driving her to the floor. He grabbed a
handful of her hair and yanked her up onto her feet.

"Stupid bitch," he hissed as he wrenched her head back to expose her
neck.

She closed her eyes as she felt his cold mouth move over her pulse
point.

"Spike," she whimpered hopelessly.

"Right here, baby," the blonde vampire answered from behind the demon's
shoulder.

Spike grabbed the vampire's arm and twisted hard. The bone inside
snapped and ripped through his flesh. The vampire collapsed to his
knees, writhing in pain, until Spike leaned over him and broke his
neck, putting him out of his misery.

Angel bent down and pulled Willow into his arms. Spike was immediately
at her side, and she pushed away and turned to wrap her arms around his
neck. He crushed her against him with such force, Angel wondered how
the tiny woman could breath.

"Guys," he spoke after a long moment. "We have to get out of here
before the others come back."

Spike nodded and gently drew away from Willow. Giles gasped as Angel
draped the watcher's arm around his neck and pulled him carefully to
his feet.

"Can you walk?" Angel asked.

The watcher clenched his jaw and nodded.

Spike hoisted Athena over his shoulder and looked at Willow, "Stay
between Angel and me, luv."

She followed Spike out the door as Angel followed her.
 
 

"We'll never make it back to the farmhouse," Spike said as they exited
the school.

"We won't have to. Giles' car is around the back, where I left it,"
Angel replied.

"I take back every rotten thing I've ever said about you," Spike
smirked. "Well, maybe not every rotten thing--"

"Shut up, and get in the car," Angel grumbled.

He led them around the building, and Willow opened the front and back
car doors. Angel helped Giles onto the front seat while Spike placed
Athena into the back. The other three scrambled in, and Angel started
the car and pulled away.

"We need to get her to a hospital," Giles' weakened voice told Angel.

"No, we don't," Willow said.

"She's badly hurt. She put up a good fight, but there were too many of
them. She requires medical attention, as quickly as possible," Giles
stated.

Willow looked at Spike, and he placed his hand on her knee.

"Willow?" Giles said, turning to peer around at the slayer.

"It's too late," Willow spoke softly. "We can't help her now."

Willow had never seen Giles look defeated before. She saw it now. The
watcher turned back around and leaned heavily against the seat.
***
How Giles had ever managed to find a house thoroughly boarded against
the sun was beyond any of them, but Willow strongly suspected the
council had had something to do with it. Her suspicions were
strengthened when a dark sedan pulled up outside and whisked away
Athena's lifeless body.

"I'm to be on a plane to England tomorrow," Giles said as he joined the
others in the living room.

"Should you do that?" Angel asked. "You're not in the best shape right
now."

"I'm not seriously injured, just a few bumps and bruises. I'm needed
there, and I want to make sure the next slayer is properly trained
before she's sent out. The council tends to forget they're dealing with
humans," Giles replied.

"Would they object to my going with you?" Angel asked. "I'd like to
help."

Giles shook his head, "They'll never agree to that. I'm sure you'll be
a great help when we return to the States, in time."

"I'm tired," Willow spoke. "Will you still be here in the morning?"

"Yes," Giles answered. "My flight doesn't leave until noon. Get some
sleep."

The three men watched as Willow climbed the stairs to the second floor.
Wordlessly, Spike turned and followed after her. He caught up with her
outside her bedroom door.

"This feels vaguely familiar," Willow smiled as she turned from the
door to face him.

Spike held her gaze, "Don't leave me out here this time."

She nodded and opened the door, silently inviting him to step through.
He closed the door behind him and took her in his arms. She brought her
hands to his chest and looked up at him.

"I'd never have survived this nightmare without you," she said softly.

Spike rested his hand on her cheek and caressed her soft skin with his
fingers, "I don't believe that, pet. You're one of the strongest women
I've ever known."

"I feel lost," she admitted. "Now that we've given Sunnydale up as a
hopeless cause, I don't know which way to turn."

"Give it time, luv," he said. "Whatever you decide, I'll be with you."

"Will you?"

He groaned and pulled her close, "Do you even have to ask? I'm a demon
Willow, but you don't make me feel like one."

She rubbed his back with gentle hands, "I know what you are. I don't
give a damn."

"Such language," he grinned and bent to kiss her.

"I know I don't want to go too far away. I promised I'd be here when he
returns, and I meant it," she said.

"We have plenty of time to talk about this later," he replied. "You
know I'm not leaving this room."

"I know," she smiled. "Remember the long soak in a hot tub I swore I'd
have?"

"As I recall, I promised to help out," he answered.

She took his hand and led him into the spacious bathroom. Spike closed
the door behind them.
***
Willow awoke to the sound of birds and passing traffic from outside the
house. She turned and let her eyes wander over Spike's sleeping form.
He shifted and opened an eye as she leaned over him and kissed him.

"Go back to sleep," she urged. "I'll be back."

A thick robe was hanging from the bedroom door, and she wrapped it
around her before quietly leaving the room.

Giles looked up and reached across the kitchen table for another cup.
He filled it with steaming coffee and set it before her.

"It's a far cry from the farmhouse," she smiled and sat down across
from him.

"I'm going to miss you," Giles spoke with more emotion than usual.

"I'll miss you, too, but we'll both be busy. The time will pass
quickly, and you'll be back here before we know it," she said.

He nodded, "I hope so."

"Can I drive you to the airport?" she offered.

"I've arranged for a cab. I'll leave my car here with you," he
answered.

She nodded as he stood and looked at his watch.

"It can't be time already!" she exclaimed.

"It's nearly eleven," he told her.

"Why didn't you wake me? I wanted time to talk to you!"

"What else is there to be said?" he asked. "You needed the sleep, all
of you."

Willow looked out the window behind the watcher as his cab pulled up to
the house. She followed him to the front door.

"Take care of youself," she whispered as tears shimmered in her eyes.

"And you," he smiled and placed a soft kiss on her cheek.

Willow opened the door and watched as he walked to the cab and got in,
waving a quick goodbye. The car pulled away, and she closed the door
and turned. Spike was standing at the top of the stairs looking down at
her. She ascended to him, and he brushed a tear from her cheek.

"He's gone," she told him.

"But not forever," he said and gently drew her lips to his. "Come back
to bed, pet."

He wrapped his arm around her waist and guided her back across the
landing and into the bedroom.

End.

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