Replace the Pain

Author: WildCherry45

Author’s Email: shopaholicgurl45@yahoo.com

Notes: After seeing this piece of wallpaper and reading the lyrics, I was inspired to write this fic. It’s amazing work, people, and it’s by Chelsea. Go and email her about her brilliance. http://www.geocities.com/breathe72/easiertorun.jpg

Notes2: Set in Beneath You in Season 7. This is a re-write of that episode with a few twists from me. The first W/S conversation is a re-write of the B/S conversation at the end of ‘Lessons’.

Disclaimer: I own nothing. Joss & Company own all.

~*~*~*~*~*~*~*~*~*~*~*~
 
 
 

Willow tried her best to fall asleep but she couldn’t. Every time she closed her eyes she would hear Warren’s screams, see Tara’s blood on her hands and feel the weight of death seeping into her skin. Staying awake was all she could do to stay sane these days. She shuddered as she felt something cold rush through her but she couldn’t place what it was.

She had gotten back to Sunnydale a few days ago on Giles’ recommendation. Originally, her trip was planned for her to return in a few more days but she could stand it no longer in England. It was peaceful there but it was also quiet. Too quiet. She couldn’t stand it.

She needed noise. She needed distractions. She needed life.

But, life didn’t need her. Life didn’t want her. Life was something that she lacked nowadays.

Willow scratched at her arms, feeling as if something was crawling over her but knowing that there was nothing there except her own skin. She pushed the covers off of her and sat up on the bed, trying her best to gather her thoughts. God, why the hell did things have to be so confusing?

Before any more thought could be put into it all, she heard a scream. A very feminine scream. Her head shot up, Buffy.

Crawling out of bed and opening her door, she quickly rushed across the hallway and opened the door to Buffy’s bedroom and shook the blonde hurriedly, “Buffy!”

Buffy’s eyes fluttered open as she muttered, “I heard screaming.”

Willow looked down at her and smiled softly, “That was you.”

“There was a girl.”

The redhead pointed at herself, “That would be me. And, you as well, since you are of the female gender.”

“Uh, no,” Buffy’s eyes showed confusion, “It was—”

“It was a dream,” Willow said reassuringly, “Just a dream.”

“From beneath you, it devours,” Buffy shook her head, “That’s what she said.” She got up and looked out the window, “And then they,” she paused, not wanting to think back to it, “There’s more like her, Will,” she nodded at the window, “Out there.” She stared at the glass, feeling the sadness rise within her, “And they’re gonna die.”

Willow froze at Buffy’s words. Death. Oh, god, hadn’t they had enough of that? She forced herself to ask, “What’d you see, Buffy?”

“A girl,” the blonde began quietly, still staring out the window, “She was running from these guys in black robes. I didn’t see their faces but I saw hers. She was scared, Will. They caught her and then they stabbed her to death.”

“Didn’t you say she said something though?”

“She did,” Buffy sighed, “From beneath you, it devours.”

“How could she say something if she’s dead?”

“I don’t know. It looked like she was dead but her mouth was moving but her voice,” the Slayer visibly shuddered, “That voice wasn’t hers. It couldn’t be.”

“What do you mean?”

“It was deep, unnatural. God, I’m getting shivers just thinking about it.” There was a silence in the room before Buffy turned around and walked up to the redhead, wrapping her arms around her, “I’m glad you’re back, Will.”

Willow patted Buffy on the back, not knowing what else to do. <I wish I could say the same.>

~*~

Willow sat at the bottom of the stairs, watching as Dawn and Xander walked out the door, both giving her a hug of goodbye before leaving. Buffy paused at the door and looked down at Willow before kneeling in front of her, “Are you sure you’ll be okay?”

The redhead smiled tightly before nodding, “I’ll be fine.”

Buffy put her hand on the open door and let out a heavy sigh, “You wanna come with me? See the new high school?”

“Buffy, it’s your job and I’m not a student. I can’t go along with you.”

She grinned, “Of course you can and besides I’m sure it’ll be uber-boring there anyway. You can keep me company. I mean, what else do you have to do for the whole day?”

Willow flinched inside at Buffy’s words before getting up and nodding, “Alright, I guess.”

“Good,” Buffy opened the passenger door seat and got in and motioned for Willow to get in the back. “Willow’s coming with us.”

Dawn raised an eyebrow, “She can do that?”

“Yes,” Buffy turned around and gave her a look, “She can.”

“Umm, okay,” the teen said as she scooted over, “You know speaking for everybody who is me right now in the car, we’re very excited.”

Buffy smiled, “Well, I’m glad for all of you then.”

“I mean,” Dawn continued on, “It’s so cool. You *and* Willow will be there at school with me. The whole time,” she paused as she thought over something, “You understand you cannot talk to me, look at me, or hang out with any of my friends, right?” Dawn turned to Willow, “You have to control her. Make sure she doesn’t come anywhere *near* me. Please Will?”

Willow let out a small laugh and Buffy rolled her eyes, “Look, I doubt we'll be seeing each other, assuming I even half-understand my fuzzy job description.”

Dawn shrugged, “It's not fuzzy. You're, what, dealing with troubled kids?”

Xander, in the driver’s seat, added, “At a spanking new Hellmouth High. Please. Outside of drugs and violence and the unwanted pregnancy, and, uh, unleashing of hordes of Armageddon that comes pouring out of the school's foundation every now and then, what trouble could these kids have?”

Buffy let out a heavy sigh and looked at Willow, “Guess we’ll find out.”

“You know, suddenly, I’m not sure if I should be coming along,” Willow commented as she gave Dawn a look.

The teen giggled and Buffy smiled before replying, “Well, too late now, we’re not turning back.”

“Those kids are damn lucky having a slayer and her friends on campus there for 'em. I hope they appreciate it. I know I did.” Xander paused, “Days gone by, huh?”

Dawn looked at him in confusion, “I thought you hated Sunnydale High.”

“Yes, and no, with an emphasis on the yes. But at least then, I was dating.”

Willow continued to look out the window as she said, “You could be dating now.”

“Yeah. Um, I don't know what's not clicking for me right now,” Xander raised his eyebrow, the sarcasm heavy in his voice.

“Well,” Buffy began, “there's that thing with Anya.”

“The leaving her at the altar thing?”

Willow nodded, “Yeah, that's not something you bounce right back from.”

“Sure it is. She bounced back to being a vengeance demon, and I bounced back to being a dateless nerd.”

Dawn patted him on the shoulder in comfort, “Do you guys talk at all?”

“I've seen her at the Bronze a couple of times. I guess there are a lot of scorned women there, making vengeance wishes on their exes.”

Buffy said in a mock southern accent, “I know that’s where I go to get my scorn on.”

“You guys need to really to ease up with the whole dating demons thing,” Dawn commented.

“Uh, hello, I'm sorry. Wasn't that you having the smooch-a-thon with teen vampire last Halloween?” Buffy turned around and raised an eyebrow.

Dawn groaned, “See, this is why I don’t want you talking to my friends,” she turned to Willow, “Please. *Please.*”

Willow smiled again, “I’ll try my best, Dawnie.”

~^~**~^~

“We'll sort of feel our way around. Some students will be sent to you, and others, I'm hoping, will start to come in on their own.”

Buffy nodded at the Principal’s words before pausing, “What if they don't? Should I panic?”

“You'll be surprised, Buffy. You're the youngest, and, uh, least stuffy member of this faculty. I think the students are going to want to come in and talk to you. And when they do, don't evaluate them. Just listen. They need to feel like there's someone around here who actually understands them.”

She smiled before asking, “Can I give detentions?”

“Okay by me. A little authority can be a wonderful thing. Just remember that while you are here to help, you're not here to be their friend. Trust me, you open that door, and these students will eat you alive.”

“You heard about Principal Flutie, right?”

“Hmm?”

“Forget it,” Buffy sighed before glancing out the window and seeing Willow sitting on a chair in the visitor’s room. “Oh yeah, and one more thing. I kind of umm, brought a friend along. I promise you she won’t interfere with anything but I just, I didn’t want to leave her alone.”

Principal Wood raised an eyebrow at this but he could see the genuine concern in her eyes, “Alright, she’ll need a visitor’s pass. I’ll get that for her right now but just for today, Buffy.”

She nodded again before smiling, “Thanks.”

A few minutes later, the Principal walked back into the cubicle with a pass and a student, “Here you go,” he handed her the pass and then motioned for the student to sit in the chair, “And here you go.”

She smiled nervously and watched as the principal left before looking at the student, “Just a sec, okay? I’ll be right back.” Buffy walked into the visitor’s room hurriedly and handed Willow the pass, “Here, you’re all set. I have a student in there right now so it’s right down to working for me. Are you gonna be okay?”

Willow grinned and shook her head, “I’ll be fine, Buffy, go, do your job.”

“Alright,” Buffy sighed before giving the redhead a tight hug, “Go and have a look around or something. Get to know the place. Make sure it’s all school-like.”

“Okay, I will.”

Buffy waved her goodbye before slipping out the door and heading back to her cubicle. Willow sighed as she watched her best friend leave the visitor’s room before exiting it herself and heading out into the school. She walked down the hallways, looking at the walls, all new and remodeled. It didn’t seem real, being back there again with everything changed. It was like her life now, everything was different, everything had changed. Things were supposed to be better now, newer, but they were just different. Buffy had tried to remodel Willow’s life and her own as well. But, it just wouldn’t work. Not after everything that had happened.

Not after all that she did.

Willow shook her head and blinked back the tears, no, she wouldn’t cry. Not now. Not again. She sniffled before clearing her throat and leaning her head back against the wall. Things were so much better in high school. Not that they ever had it easy but things were less complicated. And now, all she had was complication. It seemed nothing in her life made sense. As much as she wanted it to.

God, she was pathetic. She was snapped out of her thoughts when she heard a whimpering. Or, at least, she thought she heard a whimpering. She turned to her right and saw the door right by her. If there was any whimpering at all, it was from behind that door. Willow pushed herself away from the door and put her hand on the doorknob before pausing. Was it that great of an idea to do this? After all, the sign on the door did say ‘Basement/No Student Access.’ Then again, she wasn’t a student anymore. She was a visitor and Buffy did say for her to go have a look around. Maybe, this wouldn’t hurt at all.

Pushing her thoughts away, she opened the door and started down the steps. It would just be a quick look, nobody would even know. Besides, all the teachers and students were in the classrooms. She kept repeating this to herself, all the while. Her curiosity peaked as the whimpering became quieter as she made her descent down the stairs. When she finally reached the last step, she looked around and saw nothing. Whipping her head around when she heard a shuffle, she walked towards the light, having sworn that she saw something.

“Hello? Is anyone there?”

A little part of her, in the back of her mind was whispering to her about how stupid she was. It was like a scene from a badly written scary movie. Lonely girl goes off into basement to investigate over some random noise, alone and without weapons. She paused, wasn’t she supposed to be the smart one? Gulping, she continued to walk though her steps were slower now. It was too late to turn back. She said again, “Hello?”

Sighing, she turned around and gasped as she almost ran into a very firm, very cold, and very hard body. She blinked a few times before whispering, “Spike?” She looked at him in shock, “I-I thought,” she shook her head, “Are you real?”

A hysterical laugh spilled from his lips and he reached out to touch her on the cheek. She didn’t flinch from the contact but continued to stare at him in wonder and confusion.

“No more visitors are allowed,” he reprimanded, “Terribly busy.”

She shot him an odd look, “What?”

“Just us, just us.”

Willow moved closer to him and reached out her hand but before she could touch him, he backed away yelling, “Don't you think I'm trying? I'm not fast. I'm not a quick study.” Suddenly, he began to cry, “I dropped my board in the water and the chalk all ran. Sure to be caned.” He laughed again, “Should’ve seen that coming.”

All thoughts concerning her own pain fled from her mind as she walked towards Spike and put her hand on his shoulder, showing him that she meant no harm, “What’s wrong, Spike? What happened to you?”

He looked her in the eye and slowly unbuttoned his shirt.

She stared at him nervously, “Spike, Spike, what are you doing? Spi—” she paused as she saw the gashes on his chest. She lifted her hand and traced them, the tears beginning to form behind her eyes, “Your nails, Spike, what did you do?”

“I tried… I tried to cut it out.”

“Cut what out?” Willow whispered in horror.

“The spark.”

She shook her head, not understanding him, “Spike, I don’t know what’s happened to you but you can’t stay here, okay? You have to come back with me and we’ll, umm,” she paused and ran her hand through her hair, “We’ll get you some blood and we’ll fix you up, okay? We’ll make this better.”

He pushed her away and shook his head, “This is my home. I belong here. Always been here. Cheers for stopping by.”

Willow sighed, “Spike, come on, please, just-just come with me so we can figure this out.”

“So many things in my head, whispering,” Spike began to walk away from her, “Pestering. This and that and this and that.” He turned around let out a small giggle, “This and that and this and that. All around.”

She gulped before taking a step forth, “Spike, you need to—”

But before she could finish the sentence, he pulled a metal door from the side shut. Willow ran up to it and pounded her fists against the door, “Spike! Spike!” Getting no answer, she forced out a sigh and ran back up the stairs, heading straight for Buffy’s office. Her breath was coming short pants as she ran into Buffy’s cubicle, silently thanking the gods above that the blonde was finished with her students.

Buffy looked up surprised, “Something wrong, Will?”

“Spike,” Willow managed between breaths, “Basement.”

“Spike?” Buffy repeated, a frown on her face, “Oh, god, I saw him too, before.”

Willow looked at her oddly, “You what?”

The Slayer sighed, “Before, last week, with the whole Dawn thing. I told you about it.”

“You never mentioned anything about Spike,” Willow said softly, no accusation in her tone. She knew Spike was a touchy issue for Buffy and so she didn’t want to push it.

“Uh huh,” Buffy replied hesitantly, “Could we not-“
 
 

She caught on and nodded, “Umm, yeah, he’s in the basement and he locked himself behind this metal door. I was,” Willow sighed as they began to walk down the hallway, “I was trying to help him. He was a mess, Buffy, we need to take care of him.”

“I think he’s gone insane,” Buffy stated as they walked down the stairs, “And personally, I really don’t want to be anywhere near him but yeah, I’ll help.”

Willow paused, “I’ll,” she cleared her throat, “I’ll do it. I can help him.”

Buffy looked at her worriedly, “I’m not sure if that’s such a good idea.”

“What? Why? I can help him, Buffy. You should’ve seen him, he’s a wreck.”

The blonde looked at her pointedly and crossed her arms.

“I-I,” Willow looked down at herself, “I know I’m not in the best condition right now but I’m getting better, okay? And-And, I can help Spike, it’ll make things easier for me if I had something to take my mind off of,” she paused, “everything.”

Buffy looked at her skeptically before sighing, “Alright, I trust you, Willow but I’m just worried. I just, I don’t want things to be,” she paused, searching for the right word, “bad again.”

Willow could see the guilt in the blonde’s hazel eyes, “It’s not your fault, Buffy.”

She let out an unbelieving laugh, “Oh, Will, believe me, a lot of it is my fault.”

“I think it was a lot of people’s faults,” she said quietly, “Not just you.”

Buffy sighed and rubbed Willow’s shoulder gently, “Or you.”

The redhead let out a small smile before nodding at the metal door, “Are you gonna be okay around him, especially after, well, yeah.”

The blonde cleared her throat and straightened her back, “I’ll deal.”

“Buffy, if it’s not—”

“I’ll deal,” Buffy repeated, “Besides, sacrifice for good, right?”

Willow saw the tense stature that the Slayer was standing in and the argument in her was gone. She pointed at the door, “Last I checked, he was in there.”

“Well, then, let’s get it open, shall we?”

After a few moments of struggle, Buffy slid the metal door open and stepped in, with Willow a few steps behind her. The blonde looked around the room before shaking her head, “Not here.”

“How could he not be here?” Willow asked, more to herself then Buffy.

Buffy pointed at the slightly open door, “Maybe because he ran away.”

The redhead let out a sigh of defeat before walking out of the room. Buffy placed a gentle hand on her shoulder, saying with sincerity, “You tried, Will. That’s what counts.”

Willow nodded, though not completely believing her words. They walked up the stairs silently, Buffy’s mood was thankful while Willow’s was regretful.

~Part: 2~

Nancy was annoyed. For the fifth time that week, she cursed herself for getting a terrier out of all the choices that she could have had. But, then again, she wasn’t the one that favored dogs. Thoughts of her ex-boyfriend were brought forth and immediately, she let out a sigh of frustration. So, she took it out on her dog, “Rocky, come on, do your business so I can go home.” Hearing the dog growl in reply, she rolled her eyes, annoyed, “Could’ve gotten a cat, but *no*.” She heard him growl again except this time when she looked in his direction, he wasn’t there. I n his place was a large hole and suddenly, the scenery flipped upside down as she fell to the ground, the leash dragging her closer and closer to the hole. When she finally had the sense to let go, she felt the earth rumble beneath her and the head of a monster appear. She scrambled to her feet and ran in the opposite direction, not caring where she was going, her only thought was getting *away*. Far, far away. When she ran into something, the nervousness inside her doubled and she did the only thing she could force her body to do.

She screamed.

Xander backed away when the woman began to scream into his ear and when she finally calmed herself down, he looked at her and smiled as friendly as possible, “Uh, hello?”

~^~**~^~

“And, whatever it was, it was big and strong. Stronger than... I mean, I don't know how it's possible. You hear things in this town, living here in Sunnydale, but nobody actually believes them. You know, you'd have to be crazy, and you guys think that I'm crazy, don't you?”

Xander shook his head and looked intently at Nancy, “I don’t.”

Willow said in reassurance, “We’ve seen things too, Nancy.”

“And, we're going to take care of this. It's your lucky night considering, you know, your dog just got all ate up and stuff,” Xander paused, catching himself, “Hey, can I freshen up your tea?”

“No, that’s okay,” Nancy replied, distracted.

“So, you say this thing just came up out of the ground without any warnings or signs or anything?” Dawn questioned.

“Just this kind of rumbling, you know, like just before an earthquake.”

“From beneath you, it devours,” Buffy repeated, not even realizing she was speaking out loud.

“What?” Nancy asked.

“Nothing,” Buffy said hurriedly.

“Nothing good,” added Willow.

“Sounding monster-ific, all right.”

Dawn looked up at Xander, “Should we round up the gang?”

“Good thinking, except,” he looked around at the small group, “this is the gang.”

“Look, Nancy, we're going to get into this. And I promise you, if your dog is alive, we're going to find him. The only thing that I need is a little—” Before Buffy could finish, another voice interrupted her.

“What you need is help,” Spike smirked, “Fortunately, you’ve got me.”

Willow looked at him in shock. He had changed. Completely. His hair was back to the shocking blonde it was before the summer. His clothing was clean and overall, he looked as if nothing was wrong. She blinked a few times before sputtering, “S-Spike?”

Spike turned to redhead and gave her a small nod of acknowledgement, “Willow.”

“Spike,” Buffy said in shock, her jaw dropped.

“Buffy,” he returned.

“Who is that?” Nancy nodded towards Spike.

“He’s,” Willow started uncomfortably, “He’s umm, he’s Buffy’s—”

“Ex,” Xander finished for her.

“I’m thinking it’s a little more complicated then that.”

Willow looked down and sighed, memories of Tara coming forth, “It always is.”

Buffy forced all emotion out of her voice as she said, “You’ve changed.”

Spike’s attention was drawn away from the redhead and to Buffy as he said, “I have.”

“New clothing. Better hair. Not so much with the crazy. I like it. Now what do you want?”

“Easy. If you think I like putting myself here, surrounded by people who don't particularly like me, you'd be wrong.”

Xander stood up and said aggressively, “If you're uncomfortable, we can make you leave.”

Willow put her hand on Xander’s shoulder and shook her head, “Don’t.”

Spike looked at her gratefully and gave her a thankful smile before looking at Buffy once again, “I'll be quick. We need to talk. Want to do that here, or privately?”

“I'm thinking here, in the company of good friends and pointy weapons,” Xander replied with venom in his voice. He stopped his verbal attack when Willow squeezed his shoulder, a silent warning.

Again, Spike gave the redhead a look of thanks before looking back at Buffy, waiting for her answer.

She let out a frustrated sigh, “You said something about quick.”

“I did. Before I start, and for the record, the last you,” he looked up at Willow, “saw me, I was a mess, out of my head, admitted. Living in the school basement, well, you saw me.”

Willow shifted uncomfortably at the gaze and immediately, he looked back at Buffy.

Dawn walked towards her sister, “You did?”

“Guys, just a second, okay. Yes, I saw Spike. I just didn't—”

The teen rolled her eyes at Buffy’s attempt at an excuse, “What? You just forgot to mention it?”

“Wait,” Willow said, butting into the conversation that she promised herself she would remain out of, “You didn’t tell them?”

“Things were insane in the basement. I saved Dawn’s life. We can discuss this later.”

Dawn looked skeptical, “Sure.” She looked at Willow, “Did she tell you?”

Willow sighed, “I saw him today in the basement too and Buffy briefly mentioned it. I didn’t tell you guys because I thought you already knew.”

The teen could see the truth in Willow’s eyes before turning her accusing ones back onto Buffy, “That seems to be the only time you let us in, Buffy. Whenever you want.”

Spike was about to say something in both girls’ defense when Xander threatened in a deadly calm voice, “Don’t even say it, Spike.”

Buffy shook her head before sighing, “Okay, guys, just give us a second.”

Without waiting for a reply, she walked off into the foyer, Spike following behind her. She turned around and looked at him icily, “Don’t start by saying you’re sorry.”

“I didn’t come here to atone.”

“Then what the hell do you want?” She snapped.

“I’m here to help you.”

“Help me what?”

“I was hoping you'd tell me. You're the slayer. Connected to the visions. Long line of worthies, right? I'm just a guy with his ear to the ground, and even I can feel it. Something's coming. I don't know what exactly, but something's brewing. And it's so big, ugly and damned it makes you and me look like little bitty puzzle pieces. I mean, if I'm wrong, say so. Lovely. No hard feelings. I'll go out that door and you can lock it behind me with any spell you like. So, am I wrong?”

Buffy continued to glare at him, “Everything about you is wrong, Spike.”

Spike headed for the door before her voice stopped him.

“But something is coming.”

“You’re gonna need some help,” he stated.

“Since when did you become the champion of the people?” She asked, the sarcasm heavy in her voice.

“I didn't. I'm just a guy who can lend a hand, if you'll let me. Ball's in your court, Slayer.”

~^~**~^~

“Ok, we're gonna split up,” Buffy said as she grabbed a few weapons out of the trunk, “Willow and Spike. Xander and me will go with Nancy. Whatever this creature is, it's burrowing through solid ground. That means a strength and power that we don't usually deal with, but we may have to get used to now that the Hellmouth is getting all perky.”

Nancy looked at the scene in front of her nervously before whispering to Xander, “Shouldn’t we call the police or something?”

“And, tell them…?”

She bit her lip and sighed in resignation, “I’ll stop interrupting.”

“Okay, we’ll,” Buffy looked at Xander, “Take Nancy home. We’re gonna drive.”

“Is your girlfriend always this commanding?”

“Who? Buffy? Oh, no, no, no, no, no. See, uh, I mean, she's a girl, and she's a friend, but she's not my girlfriend.”

“Xander,” Dawn said in amusement. She brushed a finger against the side of her mouth, “A little drool.”

“Willow and Spike will check out the scene,” Buffy looked at Willow and said calmly, “I doubt anything will be there but just go there for clues.” She pulled Willow aside and Xander joined them, “Can you handle Spike?”

Willow nodded, “I can. I can deal with him.”

“Okay, in the biggest way,” Xander started, “I am not loving this plan. I am not loving Spike.” He shook his head, “Will, he’s evil. He tried to rape Buffy.”

“And, he failed,” Buffy stated calmly. “Willow can handle him. I know she can.”

Willow smiled at the amount of support the blonde was giving before walking up next to the vampire.

“I'm command central, so everybody check in with me. Okay, I'll be here doing my homework, but the other one sounded cooler.”

Willow grinned at Dawn’s humor before waving goodbye to the teen. Dawn watched with a small smile as Willow walked out the door.

“Be safe,” Buffy said to her sister before looking coldly at Spike, “Let’s go.”

“Righty-o, then.” He stopped in his steps when Dawn began to talk to him.

“Spike. You sleep, right? You. Vampires. You sleep.”

“Yeah. What's your point, niblet?”

Dawn shot him an icy glare, “Well, I can't take you in a fight or anything, even with a chip in your head. But you do sleep. If you hurt Willow or my sister you’re gonna wake up on fire.”

~^~**~^~

“You’re awfully quiet.”

Willow looked back at Spike and shrugged, “I really don’t know what to say.”

“You used to be quite the chatter-box. Rambling and what not.”

“That was the past,” the redhead swallowed the lump in her throat, “It’s gone now.” She looked at him seriously, “Why are you really here, Spike? Last I checked, you didn’t want to be found.”

“I’m here to help, that’s all.” He paused, “Just want to make things better.”

A small laugh spilled from her lips, “That’s what everyone wants. To make things better. A quick fix. Things like this take time, Spike.”

“All I have is time,” he replied quietly.

“Don’t rush it,” she said after a few moments of silence, “They’re still reeling but I understand.” She visibly shuddered at the thought of what she did last spring, “All too clearly.”

“It’s not your fault.”

She looked up in surprise, “You know what I did?”

“News gets around fast.”

Her mouth formed a silent ‘o’ before shrugging, “It doesn’t matter if it’s my fault or not, it happened and that was that.”

“The guilt is still there though, isn’t it?”

“It’s only been so long, doesn’t go away that fast.”

“Accept it, don’t place the blame on yourself,” he said softly, “It helps.”

She shook her head before looking back at him, “I went looking for you again after you shut that door. I wanted to help you to make myself feel better.” She cocked her head to the side, “How do you always end up switching things around on me?”

He was silent, not knowing how to answer her question and she accepted his silence. They continued to walk for a few more moments before they both noticed the hole in the ground, the rubble scattered on what was left of the sidewalk.

“Think this here is our spot?”

Willow smiled, “How’d you guess?”

“I don’t fancy sticking my head in there.”

She got down on one knee, “Come on, we’re supposed to be searching for clues.”

Spike took the flashlight in his hand and shone it down on the hole before getting down on one knee as well, searching for something.

Willow cleared her throat, “So, what happened to you?”

“When you saw me. Those ghostly types in the school basement got in my head. Made me flat-out, bug-shaggin' crazy. And I'm not exactly braggin' about it, but they were stronger than I was. Made me see things, do things.”

She looked at him, knowing that he caught the look she was giving him. That wasn’t what she meant, she knew that, and he knew that. It was obvious he wasn’t ready to share the information though so, she didn’t press it any further.

“Hold the torch, will you?” Spike handed the flashlight to her and when their fingers touched, Willow felt something go through her. Something all too familiar and she dropped it hurriedly before backing away.

“What is it?”

“I, uhh, I umm, I,” she got to her feet, “I don’t think there are any clues here so umm, we should go.”

He looked down and forced out a sigh, “I think the others have already told you what I did.”

She nodded slowly.

“So, I can’t blame you for being skittish.”

“Spike,” she paused before clearing her throat, “I’m kind of lacking in the words department right now.” She looked at him in part fear and part guilt, “Sorry.”

“That’s something that I can’t say for myself.” He looked at her sincerely, “But what I can say is that I’ve changed.”

“I believe you,” she said softly.

“Well, that’s something.”

She looked at him seriously and he shifted nervously under her studying gaze, “There’s,” she paused, “There’s something else, isn’t there? Something that you’re not telling me.”

“You’re right, there is,” he stood up and took a step forth and she immediately took a step back. He sensed her fear and couldn’t help but feel saddened at that, “But, we’re not best friends, so, too bad for me, I’m not sharing. We've been through things. The end of the world and back. I can be useful 'cause, honestly, I've got nothing better to do. Make use of me if you want.”

“You’re not an object to be used, Spike,” she said honestly, “You’re more than that.”

“Tell that to your little Scooby friends.”

“Why does it even matter to you? What they think? You used to not care at all.”

He hardened at her words and reminded himself of what he was supposed to be doing, “You’re right,” he pushed passed her, touching her for only a few milliseconds, but again, she felt that same feeling rush through her and visibly shuddered, “We’re not friends and I don’t care.” He pointed at the sidewalk, “And there's nothing here. Just a bit of slime. Mounds of displaced dirt and such. Whatever our beastie is, he's gone.”

Willow watched as he walked off alone and mentally scolded herself. God, why did she just have to mess everything up. As she walked a little faster, trying to catch up with him, a sudden realization occurred to her.

That feeling. It was familiar, all too familiar.

Willow froze in her steps.

It was the same feeling she got when she was around Oz. When she was around Tara. She looked up at his retreating figure, and now, she felt it when she was around Spike.

This wasn’t good.

~^~**~^~

After some hushed whispers of persuasion on Xander’s part, Buffy left him and Nancy alone as they walked into the apartment building together.

“Boy, I still can't believe this is happening. I mean even with this town's reputation for, you know, unexplained weirdness.”

Xander smiled at Nancy’s description, “Right. Sunnydale: come for the food, stay for the dismemberment.”

“There’s good food?” she shook her head before clearing her throat, “Well, thanks. And, that's a couple of levels of lameness right there, me saying thanks after everything you've done for me tonight.”

“Well, you could slip me a twenty, but then I'd have to act all offended.”

She laughed lightly at his joke, “Got it. So, um, you think I might instead give you a call sometime?”

“Just to check in?”

“No, actually, I’m hitting on you,” she stated bluntly.

“Even better. I'm very listed.”

“And I'm really pushy, so that works out well, then. Good night.”

“Uhh, Nancy,” Xander looked down at the floor below them, getting a bit nervousness at the shaking and rumbling. “I got a swell idea, *run*!”

They made it out of the door of the apartment just in time, neither taking the time to look at the cylindrical and slightly phallic-shaped creature with four jaws full of sharp, pointy teeth chasing after them. Xander collapsed onto the ground as Nancy threw herself, unknowingly, into Buffy’s arms.

“Oh, god, are you okay?” Buffy asked.

Xander got to his feet, “Are you injured? Are you hurt?”

“I don't think so. I just—I don't think I can take any more of this.”

Buffy sighed, “Two attacks in the same night. I'm starting to think it's not coincidence.”

“Oh, sure. Why not? A monster trying to kill me. It's just the thing that was missing to make my life absolutely perfect. Uhh! Ronnie would love this. Boy!”

“Right,” Xander paused and looked at her questioningly, “Who’s Ronnie?”

“Oh, um, only my psycho ex-boyfriend that I've been trying to get rid of for the past few weeks. I almost prefer the monster. Ronnie was, um, trouble.”

“Uh-huh. And I'm just curious. Was this Ronnie guy a borrowing money kind of trouble or was he a raising demon trouble kind of guy?” Buffy asked, a explanation forming in her mind but it was shot down as soon as Nancy answered her question.

“Ronnie? He couldn't. He just... he was an abusive bastard is the catchy headline. And he'd just show up, even after… you know the feeling that you get when your ex is constantly ruining every part of your life, and it just doesn't stop?”

“Yes,” Xander answered, able to relate to her feelings and emotions completely.

“And you get so tired of feeling helpless that all you can do is just wish that it would stop?”

Buffy raised an eyebrow as the alarms in her head went off at that one word, “Wish?”

~Part: 3~

Anya sighed out of boredom as she stirred her mixed drink and listened to the young woman in front of her ramble on.

“And it's not the fact that he cheated, it's the way he cheated, you know? I mean, we could have talked. I could have handled it.”

“Uh-huh. Uh-huh, I get it. Go on.”

“You know what he is? He's spineless. Yeah, that's it. He's—he's like this spineless little pig. And you know what I wish?”

“God, do I want to.”

But before the girl could tell Anya, the waitress appeared in front of them and asked for their order. Anya waved at her dismissively though she was glaring daggers at the girl for interrupting them. *Just* as things were getting good, the stupid waitress had to come. Stupid humans.

“You were saying?” Anya prompted as the waitress left.

“Um, I want more quesadillas.”

“Before that.”

“A margarita.”

Anya waved her hand about, “Keep going.”

“Oh, yeah. God, my boyfriend's spineless, and he should just—you know, he should just be spineless for real.”

The blonde nodded, okay, so it lacked creativity but still, it was something, “No spine. Got it. I can do that.”

“What do you mean?”

“See, honey, what I'm driving us towards here is sometimes, don't you just wish that,” her gaze drifted from the woman in front of her to the entrance, “Oh penis!”

Great. The whole gang’s here *and* with a newbie. Isn’t that just perfect?

“Is this the one you talked to?” Xander asked as he pointed at Anya.

Nancy nodded hurriedly and Anya let out an annoyed sigh. She looked at the young woman in front of her, “I tell you what, why don't we put a pin in it? Why don't you get yourself a drink, and we'll pick it up in a few, okay?” When the other girl left, she addressed them in an aggravated tone, “You guys, I’m working.”

Buffy crossed her arms, “We noticed.”

“That’s why we’re here,” Willow said softly.

“Riiiight. Did you turn this nice lady's ex into a giant worm-monster?” Xander pointed at Nancy.

Anya let out a laugh, “Yes.”

“No way. Are you saying that thing was Ronnie?”

“You wish it, I dish it. I thought we were clear on this. I didn't think you were going to go all narc on me.”

Buffy looked at Nancy curiously, “You wished your ex was a worm?”

“Well, we were just talking.”

“Anya has a way of making things happen,” Xander shot a glare at her.

“I had a quota; the guy had it coming. What's the big?”

“I think I'm gonna be sick.”

“Anya, that thing you created burst through solid pavement and ate her dog.”

At Buffy’s words, Anya whined softly, “Aww, puppy.”

“Wait, that gets your sad noise? People's lives are in danger, and you give it up for the Yorkie?” Xander asked in disbelief.

“You never understood me, Xander.”

“Xander, who is this woman?”

“Anya, she's, um, Anya. My ex.”

Nancy looked at her in shock, “Oh.”

“Hey, nobody's bragging here.” Anya looked at them in annoyance before getting off the chair, about to walk away when Spike stepped in front of her.

“Ah, ah, ah.”

“Hey, hands off the merchandise. Spike, you don't get to go there again.”

He rolled his eyes, “Please. I've already forgotten about our little time together.”

Nancy looked at them in confusion, “I thought you were Xander's ex-girlfriend.”

“I am.”

“But, you and Spike..”

“Had a thing,” Anya answered nonchalantly.

“Didn’t last,” Spike added.

“But weren't you with Buffy?”

“Briefly,” the vampire replied.

“Never serious,” Buffy said before giving Spike a pointed look.

“Is there anyone here that hasn't slept together?”

Willow raised her hand, a part of her amused at the direction the conversation was heading in, “Me, never with any of them.”

“Look, at least we're all bipeds, which is more than I can say for Ronnie, the worm boy,” Anya said.

“Okay, guys, can we focus here for just a second? Anya, this is Ronnie. Okay? He wasn't a worm,” Buffy used her hand and gestured a few inches with her thumb and forefinger, “Worms are like this big,” she gestured with her hands wide apart, “This thing was like—”

“Sluggoth demon, right?” Spike interrupted.

Anya let out a sigh before rolling her eyes, “Maybe.”

“Wait, I didn't wish for that. I mean, I don't even know what this whatchamacallit demon thing is.”

“Sluggoth demon. It's a very large, very nasty, natural predator who died around the crusades,” Spike said matter-of-factly.

“Same phylum. It's not cheating, I just embellished.”

“Well, you can un-embellish now.”

“Bite me, Harris,” Anya glared at him, “I have rules to work with. Vengeance demon codes of conduct. But you'll never understand 'cause you're all still so human.”

Spike stepped up to her until they were face to face, “I'm not. Demon, just like yourself, Anya. Now, you're gonna turn the spell around like a good little vengeance demon or I— what?”

Willow looked at them in confusion. Anya was staring right into his eyes, as if she could see something that the rest of them couldn’t. Bits and pieces of her earlier conversation with Spike rushed forth in her mind and she couldn’t help but wonder, what was it that Anya saw?

“Oh, my god,” Anya gasped.

“What are you staring at?” Spike asked indignantly.

“Oh, my god,” she repeated.

And, suddenly, the fear inched into his eyes as he realized that she knew. Oh god, she knew. “Right,” Spike turned away, “Let’s go.”

But before he could get very far, she grabbed onto his arm and asked, “How did you do it?”

“Spike,” Willow whispered, “What is she talking about?”

He looked at her desperately before saying with more force then he felt, “Nothing. Let's go. Got some worm hunting to do.”

Anya refused to let go, “I can see you. How did you do it?”

“Shut up.”

“You shouldn't be allowed to.”

“Shut your mouth!”

“I mean, how did you get it?”

“I said, *shut* *up*!” He punched her with his free arm and she fell to the floor before getting back up and kicking him hard. So hard that he flew across the room.

“I am *so* gonna kick your ass.”

“Right, bitch. Round and round we—” he stopped talking when Willow grabbed him on the arm and pulled him aside. He looked at her intently, his blue eyes staring into her piercing green ones. And, suddenly, he felt all the need to fight disappear from him.

“Don’t, Spike, just don’t,” Willow said.

Buffy walked up to the two and said in disgust, “You haven’t changed, Spike.”

“Buffy!”

“Not now, Xander.”

“Nancy, she’s gone, and out there all alone. She’s worm bait.”

“I’ll go find her. Stay with Anya and get her to reverse that spell.”

Buffy looked at Willow and shook her head, “I’m sorry, Will.”

“Go,” Willow pointed at the door and the Slayer ran off after Nancy.

~^~**~^~

“Freaks,” Nancy mumbled to herself as she walked alone, down the street, “Why do I always surround myself with freaks?” Suddenly, the sound of rumbling reached her ears and she looked behind her, seeing the worm creature heading straight for her. She started to run, mentally cursing her legs for not going any faster. She stumbled into the door of a building and tried her best to get it to open but it wouldn’t budge, “Oh, god, oh, god, oh, god,” she yelled over and over again. “Help! Somebody help me!”

~^~**~^~

Willow turned back to Spike and looked at him, “What are you doing, Spike?”

He didn’t meet her eye as he answered, “Nothing.”

“What are you so afraid of everybody finding out? Anya knows something. She knows that thing that you want to hide from all of us.”

He looked away sadly before his head snapped up, “Nancy.”

“What?”

“She’s scared. I can smell the fear pouring off of her,” He made his way through the crowd, Willow right behind him and up the stairs, “We have to get to the roof.”

~^~**~^~

“What do you want me to do?” Anya asked as she looked at Xander in aggravation.

“Reverse the spell.”

“It’s not that easy, Xander.”

“You can do it.”

“Yeah, sure, the spell part. What about me? I'm in enough trouble as it is. Halfrek's all over my case. D'Hoffryn is not pleased with my work. You don't want to see him angry. Trust me.”

“Nice friends you got.”

“Nice friends I had. Chums. Coworkers. Bridesmaids. Oh, I had the whole package until something fell apart. What could that be, Xander?” Her voice held strong contempt and blame.

“You’re saying this is my fault?”

“All I'm saying is none of this happened until you dumped me at the altar.”

“And sooner or later, Anya, that excuse just stops working.”

~^~**~^~

“Somebody help me!” Nancy yelled as she started to climb the fire escape ladder. Suddenly, the rumbling stopped and she took a moment to catch her breath. But, as soon as she did, the rumbling began again and the building began to shake. The ladder started to fall way from the building and she did the only thing she could think of to do at that moment.

She screamed. And, in the next moment, she felt herself falling before strong arms enveloped her.

She opened her eyes in time to see Buffy catch her and place her on her feet, over flattened cardboard boxes on the ground. Before she even had time to say thanks, the worm creature appeared from the ground below, only a few feet from Buffy.

Spike jumped from the building and landed next to Buffy before ripping a piece of pipe from the building, “You've had your turn, luv. Leave the real violence to the demons, yeah?”

Buffy looked at him, not even having the chance to react before he began to hit and beat the demon with the pipe.

“That's right. Big bad's back, and looking for a little death!” He stepped back and held the pipe like a spear, aiming for it’s shoulder, he threw it at full force and his blue eyes widened when she saw that the demon began to change back into it’s original form. Human. He reacted as quickly as he could but still, it didn’t stop the pipe from spearing him. Spike screamed in pain as he clutched his head and looked at the trembling human, the horror obvious on his face. “I’m-I’m sorry.” He removed the pipe from the man and stumbled backwards, straight into Willow who just arrived at the scene. “Right. Wrong. All wrong. Wrong maneuver. Not hardly helpful.”

Willow turned him around and looked him the eye, “What’s the matter, Spike?”

“God, please help me,” He stared at her before yelling, “*Please*, help me!”

Buffy turned around at the two, the venom heavy in her voice, “You’re not the one who needs help. He’s going into shock.”

“No. No. Too much. Too much. Too much. Too much. Too much. Too much. Too much,” Spike continued to ramble as Willow held onto his shoulders, “inside me all the way.” He tapped his chest, “Deep, deep, deep inside me.”

After placing a phone call to 911, Buffy got to her feet and stood in front of Spike, the anger clear in her voice, “Look, Spike, whatever you’re doing—”

“Get away! Get. Uhh-“

“Do it somewhere else,” She looked up at Willow and shook her head in defeat, “I am *through* with this.”

“Oh, oh, lucky girl. Call it quits. Now, there's an option. If only it were so easy. If only— If only— If only,” Spike looked around him and pushed Willow away from him, “What the hell are you screaming about? I can hear you. No need to,” he screamed, “*Shout*!”

Willow watched, helpless as Spike sank to his knees, his face one of pure agony before standing up and laughing hysterically, “I get it. The joke's on me. Lots of laughs. . Hey, bring the wife and kiddies. Come see the show 'cause it's going to be a circus. This,” he walked in front of Buffy and spat, “is just the beginning, luv. A warm-up act. The real headliner's coming, and when that band hits the stage, all of this,” he motioned to the buildings around them, “will come tumbling in death and screaming, horror and bloodshed.” He turned around and walked towards Willow and leaned in to whisper in her ear, “From beneath you it devours.” He pulled away and began to sob, “F-From beneath you.. it.. it,” Spike turned and ran down the alleyway.

Willow stood there for a moment, in shock but after snapping herself out of it, she ran after him.

“Buffy!” Xander called as he ran towards the Slayer who was kneeling next to Nancy and Ronnie.

“You,” Nancy looked at him, her eyes dull, “You did this. What are you?” She whispered in terror before walking away.

“She’s not calling me,” he tried his best to joke his way out of feeling the regret inside of him. But, he couldn’t.

“Help is on the way,” Buffy said quietly as she looked down at a still shaking Ronnie.

Xander looked back at Anya, a frown on her pretty face, “You did the right thing here.”

“Tell *him* that.”

“You reversed the spell. That took guts. I know this is bad but it could be worse.”

“Oh,” her voice full of promise, “It will be.”

~^~**~^~

Willow walked through the cemetery, alone, bathed only in the moonlight. The logical part of her was yelling at doing this. It was obvious that Spike didn’t want to be found but she just couldn’t stop herself from coming after him. He needed help.

And, for some reason, she felt the need to help him.

She looked up and saw the chapel up ahead, a few lanterns lighting the front door. With a sigh, she walked towards it. When she got to the door, she gently pushed her way in, a part of her feeling a bit morbid at the thought of disturbing the dead.

In the past, she was always a bit creeped out at that but it wasn’t until that moment that it *really* truly bothered her. Willow walked a few steps and saw a large cross in the middle. Spike couldn’t be here. He was a vampire. Vampires tended to stay away from crosses. This conclusion led her to jump even higher when she heard his voice pierce the darkness from behind her.

“Hello.”

She turned around and said in surprise, “Spike, what are you doing?” She looked at him and saw that he was bare-chested. Even more confusion covered her pretty face.

He handed her his shirt, “It didn't work. Costume. Didn't help. Couldn't hide.”

“No more mind games, Spike,” she said softly, “I don’t think I understand you anymore. Not that I did in the first place.”

He looked down at the ground, “No more mind games. No more mind.”

“No,” Willow shook her head, “That’s not what I meant.” Her eyes stayed on his chest, the scars still there. She walked up to him and again, traced the scars, “Tell me what happened to you.”

Spike visibly flinched and backed away from her, “Hey, hey, hey! No touching. Am I flesh? Am I flesh to you? Feed on flesh. My flesh. Nothing else. Not a spark,” he nodded, “Oh, fine. Flesh then. Solid through.” He began to unzip his pants, “Get it hard; service the girl.”

Willow moved closer and grabbed onto his hands gently before he could remove his pants, “Spike,” she said softly.

Spike looked up at her, her voice reaching him through the haze in his mind, “Right. Girl doesn't want to be serviced. Ain't we in a soddin' engine?”

“Sex?” Willow asked gently, “You think I don’t want sex? Spike, why would you,” she moved closer but he immediately backed away. The hurt was obvious in her eyes and she swallowed the lump in her throat, “What happened to you?”

“No service,” Spike repeated before walking up to her and tracing her jaw line and placing a soft kiss on the edge of her lips, “First time for everything.”

She backed away, her hands held in front of her, the familiarity of emotions that she just didn’t want to feel at that moment rushing forth, “Spike, this isn’t—”

“It’s because there’s no spark,” he stated.

“What happened?”

“I tried to find it, of course.”

“Find what?”

“The spark. The missing piece that fit. That would make me fit,” He looked up at her before shaking his head, “No, I can’t, not with you looking.”

“I dreamed about you.”

She looked up at him in surprise, “You mean Buffy?”

“No,” he turned around to face her, “*You*.”

Willow’s brow furrowed as she searched her mind for an answer. Coming up with nothing, she shut her mouth and waited for him to continue.

“I think they were dreams. So weak. Did you make me weak, thinking of you, holding myself and thinking about you.” Spike walked closer and closer to her, “Angel—he should've warned me. He makes a good show of forgetting, but it's here, in me, all the time.” He stood right in front of her as he said, “The spark. I wanted to give you what you deserve, and I got it. They put the spark in me and now all it does is burn.”

“The spark?” Willow whispered in shock and disbelief before realization hit her, “Your soul.”

He laughed, “Bit worse for lack of use.”

“You got your soul back?” She said, the surprise still obvious in her voice, “How?”

“It was what she wanted,” Spike said quietly and Willow nodded, knowing who he was talking about, “And then the voices in my head started talking. Change, change, change. It’s all mixing together, all different. Not for her anymore.” He paused, “Never for her.”

“So, why?”

“Willow,” He looked at her seriously, “Shame on you. Why does a man do what he mustn't? For her. To be hers.”

The confusion filled her mind as she tried to sort out his true meaning, “What?”

“She shall look on him with forgiveness, and everybody will forgive and love. He will be loved.”

She walked closer to him and touched his shoulder gently. He turned around and raised his hand to hold her face, “So, everything’s okay, right?”

Willow looked at him, silent, not knowing how to reply.

Not getting an answer, he turned around and embraced the cross, resting one arm over each of the cross bars, “Can we rest now? Willow, can we rest?”

Willow stood there, in shock as she watched the smoke rise from his body. Her body was frozen from disbelief. Her mind was frozen, still trying to piece out all that he said. But, her emotions, her emotions were running wild through her body, filling her with the life that she had so desperately craved. Fear, connection, concern, realization, understanding, everything. She felt it all. Spike, of all the beings in the world. Spike was the one that gave her that little bit of life back. And that little bit made all the difference to her.

A few tears slipped from her eyes as she held onto his hands and lifted him off the cross. He looked at her in question and she led him away from the cross and into the middle of the chapel. She lifted her hand to his cheek and pulled his head down, placing the gentlest of kisses on his lips.

Willow didn’t know why she did it. Inside her head, all the bells were going off, telling her that this was wrong but now, she was just beyond caring. None of her friends truly understood what she was going through and how she was feeling but Spike did. Her original intent was to help him but somehow he managed to turn it around on her. She was falling before and he lent a helping hand and now, it was her turn to do the same.

And, so, she kissed him. Maybe, she did know why she did it and just didn’t want to admit it to herself. After all, everyone still thought of him as a monster, a rapist, and nothing more. But, Willow could see past that. Under everything, Spike was more than that. He still had feelings, emotions and needs. It was obvious what he needed most then was someone who would care. Someone who understood.

She did. When their lips met, Willow felt the confusion lessen inside her and she poured all her hidden feelings into it. Somehow hoping that he would understand. Understand that she cared. Understand that she wanted to help. And, understand that she was there.

And for the first time since Tara died, the pain was gone. Replaced by something else.

Hope.

The End

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