Authors: Miss Binks & Richess a.k.a. A.N.H. Richards
Email for feedback: Please we love it! Send it! mbinksmrich@hotmail.com <mailto:mbinksmrich@hotmail.com>
Summary: This is a challenge response, This story begins at the end of Amends as then departs from then entire Season Three story line. Angel does something that changes the scoobies forever and makes Spike extremely happy. A S/B ship with B/A, S/W undertones.
Distribution: If you like it that much just ask us at mbinksmrich@hotmail.com. So far fanfiction.net, and Strictly Fic.
Disclaimer: All of the character belong to Mutant Enemy Prod., Joss Whedon, Fox Production, and UPN. Basically anyone but us.
Notes: Phra's challenge
Requirements:
1. Angel gives into the First and bites Buffy as well as other things Buffy should be turned into a vamp. And no other slayer is called.
2. Faith must not only fight Buffy and Angelus but also one of the scoobies should be turned as well.
3. Faith gets help from two unlikely sources (one should be Spike and the other you can choose but it must be a character introduced on the show prior to Amends)
4. Faith gets to kill Angelus which sends vamp Buffy on a rampage after the slayer
5. And some one switches from either the good side to evil or from the evil side to good.

The fic must have atleast five things:
1. someone mentions Judge Judy
2. a male reading a Cosmo type article.
3. Willow in a pale yellow dress
4. Faith in Spike's duster
5. Buffy torturing a scooby or a past character
6. Joyce staking her first vamp (and it can't be Buffy)
7. I sexy feeding by two vamps (think of Vamp Willow and Xander draining Cordy in The Wish)
8. Mr Trick should make an appearance
9. Kendra is some how alive or 'undead'
10. Includes a song by either Oasis, Stone Temple Pilots, Hole or Nirvana (please remember the timeline)
11.Xander remembering his Dance with Buffy in When She Was Bad
12. Giles talking to Travers over the phone.

Author's Notes: Thanks to our beta's Python Chick & Cestruma for chapters 1/2/3. And thanks also to Wyrdin for becoming our regular beta for WIWI.
Richess' Dedication: I'd like to thank Valerie for helping me on this fic. And to my hunnies. And to Scott for his e-mail and for wanting to help. This is also for Deli, and especially Lisa. And last but not least to Miss Binks, this began as our first co-write and although it has been a long process I think the results will pay off. you have been a great friend and you are a brilliant writer.
Miss Binks' Dedication: This is for Richess, who kept me writing with her dazzling imagination and Cestruma, the world's best beta.

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Part One

As Buffy walked quickly up the hill, she saw Angel standing on the edge of the cliff, looking out towards the east, over the town. He was waiting for the sun to rise. Her knees became weak seeing him standing there, waiting to die. She had once cursed the fact that he had returned from hell, just as she was beginning to get over him, but seeing him here, about to leave this world forever, she knew that she would never be able to live without him. Even if their relationship brought only pain, she had to have him in her life. Always.

"Angel?" He turned toward her, startled by her presence, and then turned back towards the open sky. The sky was turning that royal blue colour that heralded the coming dawn. The sight of the sky made her feel on the verge of panicking, but Angel was calm and resigned, and for the first time, Buffy knew that he was serious. He was standing in front of her, waiting to die.

"Angel, you have to come inside." She walked towards him slowly. He had frightened her so much when she had seen him in her room. He was in such pain, she could see it in his eyes, and it hurt her physically to see him that way. For a moment, she couldn't tell who she was talking to, Angel or Angelus and the blurring of the line between the man that she loved and his evil alter ego made her nervous.

"I bet half the kids down there are already awake. Lying in their beds, sneaking downstairs…" Angel looked up at the stars that soon would be gone, replaced by the lightening sky. "…waiting for day."

Buffy saw the resigned look on her lover's face and began to panic. "Angel, I need you to get inside. There's only a few minutes left-"

"I know. I can smell the sunrise long before it comes."

Buffy moved towards him so that she was standing at his side, looking up at him. "I don't have time to explain this. You have to trust me. That thing that was haunting you…"

"It wasn't haunting me. It was just showing me."

"Showing you…" Buffy was confused. She knew that the First had been showing Angel the victims from his past, but what else had it been showing him?

He turned towards her and the haunted look in his face; the pain that resided in his eyes was almost too much for her to bear. As much as she wanted to look away from him, she couldn't. She had to convince him to go inside. He couldn't die out here, not like this. Buffy knew that she couldn't survive mourning him again. "What I am."

"Were."

"And ever shall be. I wanted to know why I was back. Now I do."

She began to cry as she realized how resolved he was at ending his existence. "You don't know. What, some great honking evil takes credit for bringing you back and you buy it? You just give up?"

"I can't do it again, Buffy. I can't become a killer."

"Then you fight it!"

"It's too hard." Angel shouted at her, his voice cracking at the end.

Buffy began to panic as she saw the sky lighten. "Angel, please. Just come inside."

Angel turned to look at her. He tried to make her understand the danger that she faced if he did not burn. "It told me to kill you. You were in the dream, you know -- it told me to take you, to lose my soul in you and become a monster again."

"I know what it told you. Why does it matter?"

"Because I wanted to!" Angel was shouting now, but while his words were angry, Buffy could see the shimmer of tears in his eyes. "Because I want you so badly. I want to take comfort in you and I know it'll cost me my soul and a part of me doesn't care. I'm weak. I've never been anything else. It's not the demon in me that needs killing, Buffy, it's the man."

"You're weak. Everybody is. Everybody fails. Maybe this evil power did bring you back, but if it did, it's because it needs you. And that means you can hurt it. You have the power to do real good, Angel, to make amends. But if you die now, then all you ever were was a monster."

Angel just stood there, his back to her, his face turned up towards the violet sky.

"Angel…the sun is coming out…"

"Just go."

"I won't."

Angel turned to her again, his anger at her stubbornness rising. "You think this is simple? You think there's an answer? You can never understand what I've done. Now go!"

"You're not staying here! I won't let you." Buffy finally lost her patience. If she couldn't convince him to come inside, then she would have to force him. She grabbed his arm, and he shook her off.

"Leave!"

Buffy was done being nice. She punched him in the face and he pushed her away, sending her to the ground. She hit the rocky soil hard and winced as her head bounced against a rock. Angel moved over to her, grabbing her roughly into his arms, hurting her as he pulled her towards him.

"Am I a thing worth saving? Am I a righteous man? Do you know what my entire body and mind are yelling to me right now? Do it, take her, drain her. Is that what you want, Buffy? Do you really want me to kill you?" He shook her as she began to cry in his arms. He knew that he was hurting her, but he had to make her see, he had to scare her into letting him go.

He felt his face change as the demon came forth. He looked down at her, sobbing in his arms and his vampire senses activated. He could smell the rich, hot blood pumping through her body, could smell the fear that so excited his demon self.

She looked at him, saw his demon features and the excitement in his eyes and turned her head away, not wanting to see what he really was. Angel looked down at her exposed neck and closed his eyes, trying to control the demon in him that demanded blood. As his eyes slid shut, he could see the dream that they had shared. He could feel her in his arms, her warm limbs surrounding his cold body. He tried to shake off the dream, to open his eyes and let Buffy go, but he was trapped. All he could do is feel himself inside her, hear her moans, taste her skin.

He revelled in the dream, knowing that it would be the last time that he would ever be this close to her again. He felt the demon come forth at the moment of true happiness and he felt his fangs lengthen against the fragile skin of her neck. He smelled fear on her, mingled with the smell of sex and he licked the moist skin, savouring the salty taste. He could hear her voice, reaching his ears as if she was a long distance away.

"No Angel, please."

He tried again to break away from the dream, but he was too happy here, in her arms, surrounded by the silk sheets. He struggled to control himself, but he couldn't fight the demon that was telling him to feed. He wanted her too much, and the truth was, not only was the demon screaming for her blood, but his soul wanted to taste her too. He lost himself in her scent and bit through the fragile skin.

He moaned as the first drops of her coppery blood filled his mouth and then all rational thought ceased. All that he knew was the feel of her naked body and the taste of her powerful blood. He drank greedily savouring each russet drop that filled his mouth. As he felt her breathing slow, he opened his eyes, expecting to see Buffy as she had been in the dream, naked and flushed against the white sheets. Instead, saw her limp body laying on the dusty ground, her eyes shut and her neck torn open.

Angel screamed as he realized what he had done. He shook her violently, trying to wake her, to get her to open her eyes.

"Buffy, please no. Wake up, please, open your eyes." Angel could hear a raspy voice shouting over and over again, and he longed for the voice to stop, to be quiet so that he could hear her breathing. Dimly he realized that the voice was his, and the voice trailed off, replaced by sobs.

He shook her again but she only flopped mindlessly in his arms. He could still hear her heartbeat, but it was weakening, each beat sounding farther and farther apart. He didn't think, only acted as he tore open his wrist with his own teeth and laid the bleeding flesh over her mouth. As the blood hit her mouth, she at last moved and clutched his wrist, drinking in the coppery fluid. He couldn't think about what he was turning her into, all he knew was that she wouldn't die, that she couldn't die.

She drank until he felt his own body weaken and he pulled her mouth away from his wrist and lay back, gasping for unnecessary breath. He looked at her as her eyes slid shut and her chest stopped moving. The pounding that he had heard in his mind and in his heart stopped, and she lay there, dead. He fell over her lifeless body, sobbing as he realized what he had done. He gathered her into his arms, and whispered to her repeatedly, "Buffy, I'm sorry. God, I am so sorry."

* ~ * ~ *

Part Two

"So how long has Buffy been gone?" Giles asked as he walked into the Summers' house.

"She's been gone for a couple of hours, Mr. Giles, and I'm starting to get worried." Joyce said, concerned. She had a sinking feeling that something was wrong. She sat down on the sofa, quietly staring at the weather report.

"Did she say where she was going?" Giles asked Faith, ushering her to the dining room out of Joyce's earshot.

"She said that she had to do something and that Angel was here. She seemed pretty freaked out and rushed out the door. That was over two hours ago." the dark-haired Slayer answered.

A wave of dread passed over Giles making him almost nauseous, "Oh my God. She came to see me but she never told me that…"

"Yeah, he was here in her room or something and she was just freaked and wanted me to stay here with Joyce." Faith informed Giles.

Xander huffed as he burst threw the door. "I had a hell of a time getting here. Snow is actually fun for, like, a second and then it's crappy the next. What's the big crisis?"

Xander shook off his jacket and hung it in the closet as Giles and Faith began to explain the events of the night.

* ~ * ~ *

His plan was perfect.

He hoped the invite was still valid. That her little witch friend hadn't revoked it.

Everything that went wrong in his unlife over the last two years was her fault.

And now his plan was going to work. Buffy was going to be his third Slayer. He waited for her, intently, to walk into her house, unsuspecting and feeling secure.

Spike smiled. His plan was going to work; he just had to be patient.

* ~ * ~ *

Angel cried the whole journey, carrying Buffy. He cradled her close to him and could feel the coldness and stiffness in her body. He nearly tripped going up the first step on the porch and that's when the door swung open.

* ~ * ~ *

Joyce yanked open the door hearing the noise expecting to see Buffy walking up the stairs. Instead, she saw her daughter's lifeless body in the arms of the man that her daughter loved.

"Oh no. Noooo." Joyce gasped. She saw the torn flesh on her neck and panic swept through her. "NOOOOOOO!"

Faith was the first to Joyce's side.

Angel's throat felt dry as his voice croaked, "I'm sorry. I'm soooo sorry."

"You fucking son-of-a-bitch." Faith yelled as she heard Joyce's cries of fright, and saw Buffy in Angel's arms. Tears stained his face.

Xander grabbed Buffy away from Angel as Faith's anger boiled.

"You did this to my daughter?" Joyce looked at Buffy's lifeless body cradled in Xander's arms.

"Joyce I'm sorry. I didn't mean…"

Giles punched Angel in the face. The vampire staggered backward.

"She trusted you again and YOU did this to her." Giles advanced angrily as Joyce openly wept, stroking Buffy's face.

"Noooooo. Oh God no." Joyce said as she saw the dried blood at the corners of Buffy's mouth.

Xander looked at Buffy and realized what Angel had done. "Giles, he made her feed."

"You're dust." Faith yelled as she charged at Angel. The Slayer and the vampire tumbled through the doorway to the porch and then onto the floor.

* ~ * ~ *

Spike couldn't believe what was unfolding before his eyes. He knew this girl must have been the new Slayer. She was a fury of fire. He had seen Angel carrying something. But he wasn't exactly sure what it was. He kept his Desoto at the end of the block and watched as the event unfolded before his eyes. Two scuffed black boots hit the dash as Spike sat back and watched the show. He rustled through the many pockets of his duster before he found what he was searching for. A click, followed by a hiss sounded as he lit a cigarette, his hand cupping the flame, not to protect it from the wind, but to keep the light from escaping the darkness of the car. He screwed lid from a battered silver flask and took a deep pull, the harsh whiskey warming his cool body.

The battle began with a flurry of distant movement and Spike inhaled the smoke and watched the furious slayer and the shamed vampire exchange blows. From his seat across the street, Spike could tell only one person was going to walk away.

* ~ * ~ *

Angel tried to block the fury of kicks and punches.

"Faith, please." Angel pleaded.

Faith gave Angel a hard right to his jaw, and then pulled a stake out of her boot.

"B trusted you. She loved you," Faith punched him again, and he began to cry at her words. He looked up at Faith who had a cold expression on her face one of pure hatred. A single tear streamed down her cheek. "She fought me for you. She went after you to help you and this is what you do to her. Turn her into something that she hates and that I'll have to kill."

"No," Angel pleaded. "Willow can give her back her soul."

"Well, I see we had this planned out, huh?" Faith said with bitterness in her voice. She gave Angel a vicious kick to the ribs and then punched him twice in the face.

"Please, Faith, we need to save her. Before…"

"Before what? She becomes a cold-blooded killer like you? I gotta stake her for that, thanks to you." Faith spat out as she punched Angel again. He lay on the lawn, not moving, not fighting back.

"Fight, you son-of-a-bitch, FIGHT!" Faith yelled at him. Angel slowly picked himself up off the ground. Joyce's hysterical cries could still be heard inside the house. "You did this, and you're gonna pay."

Faith lunged at Angel with her stake. Angel dodged her attempt and slammed his fist into her back, knocking Faith to the ground, who quickly recovered.

"We need to focus on Buffy," he sighed with emotion laced in his voice. " I'm so sorry."

"You said that already. And, yet, It still doesn't seem to phase me." Faith charged at the vampire, who swung her around, her shoulder slamming into the large oak tree on the Summers' lawn.

Angel advanced on Faith, who quickly recovered. She kicked her leg back and caught Angel in the throat with her heel. The vampire staggered back.

Giles walked out on the porch, crossbow in hand to see Faith and Angel in a battle to the death. And Giles knew who would win this battle. His heart lurched as he thought of Angel taking away yet another person he'd loved. First Jenny, now his Slayer. He leveled the crossbow, waiting for an opportunity and cringed as he heard Joyce begging for Buffy to wake up.

Faith turned toward the vampire, gave him a scissor kick to the face, and then swept his feet out from underneath him. Angel's head hit the concrete of the driveway stunning him. Faith jumped on top of him straddling the vampire.

"What were her last words to you, huh? 'Angel please stop'? Or did she even have a chance to say anything, Angelus." Faith blared.

"No, Faith, please. I'm still Angel. Not Angelus. I still have a soul."

"To tell you the truth," Faith paused, driving the stake into the Angel's heart. "I don't care."

He looked down at the piece of wood embedded in his body and then up at the hatred in her eyes. And that was the last thing he would ever see.

* ~ * ~ *

Spike watched as Angel turned into a pile of dust underneath the new Slayer. Spike smiled at the unfolding events.

"Whatever Angel just brought in that house cost him his undead life. And what could that have been?" Spike thought aloud as he got out of his Desoto.

* ~ * ~ *

Part Three

Xander gently carried Buffy's body up the stairs. Joyce was close behind, whimpering softly. He felt strange holding Buffy like this. Her body was so cold and fragile. Her pale skin began to look translucent as the non-working veins turned dark.

"Careful, Xander. Put her down gently." Joyce said, looking at her.

Xander put her down and Joyce began to cry again as she grabbed her daughter's hand and rubbed it, as if it would wake her up and she'd be fine. Xander turned his back toward her and went down stairs as he heard the door slam. He saw Faith and Giles talking in hushed and hurried voices. Xander knew what they were doing.

Xander's mind was spinning with implications, he needed Willow.

Willow would know what to do. He called her phone and got her answering machine. He tried to talk but his voice wouldn't cooperate. He silently prayed that the words he had just heard were wrong.

"No, you are not going to stake her."

Faith and Giles turned around to see Xander glaring at them.

"Xander, you must know what is going to happen to Buffy when she wakes up." Giles said sadly.

"Yeah, and who knows how B is going to be when she wakes up. She's going to be Super vamp, the strength of a Slayer and a vampire. Sunnydale doesn't need one of those around." Faith said causally, hiding her emotions.

Xander stepped toward Faith and smacked her across the face. His handprint marred her cheek. Her head snapped back from the blow and a single tear ran down her tender cheek. Joyce descended the stairs to see the events unfolding.

Faith slapped Xander back, knocking him to the ground.

"Xander! Faith!" Joyce asked shocked as she rushed to his side, helping him up.

"They want to stake her, Joyce. They want to treat her like she's some mangy vampire. They want to..." Xander froze as he looked at Faith's eyes. He saw a glimmer of emotion and immediately felt guilty for his actions.

"No, you are not getting anywhere near my daughter." Joyce yelled hysterically.

"Joyce you don't..."

* ~ * ~ *

Spike slowly crept into the Slayer's bedroom to see her lying peacefully. When he heard no heartbeat, he realized what must have happened. "Angel turned her."

A slight smile broke on Spike's face as he crept closer to her. He turned her head to see the bite marks and he nearly did a back flip. This was going to be even more fun than killing her.

Spike remembered hearing of only one another Slayer that became a vampire; she didn't survive too long. Her demon tried to destroy everything and just ended up getting staked by the next Slayer. Spike was going to make sure that it wasn't going to happen this time. Not with his Slayer.

Spike could hear their conversation with his vampiric hearing. First he heard the whelp.

* ~ * ~ *

"Willow could give her back her soul before she awakens." He pleaded.

"You sound just like Angel. Nothing is that easy." Faith argued.

"Yes, Faith it is." Joyce cried. "She's my baby. I refuse to believe that it won't work. She's all I have left."

"She still has at least nearly twenty hours before she awakens. But I think her soul can be restored," Giles said hopefully. "We should get supplies and get a hold of Willow."

"Really? You think she will be ok?" Faith asked softly, not wanting to reveal how much this was affecting her. A flurry of emotions flew through her mind. Part of her was happy that Buffy was gone; now she was the special one. Another part of her was sad that the closest thing to family she had was dead, the one person who understood what she goes through night after night was dead, and something she might have to kill again.

"I think it can work but only Willow knows the spell, enough to pull it off." Giles replied.

"Good then call her." Joyce said quickly. She smiled slightly, briefly believing in a happy ending and then her face crumpled as tears marred her face. She looked at Rupert standing in the corner, his eyes staring at the floor and the wary look on his face. Joyce could see his pain and felt the need to comfort him, even as her own heart was being ripped apart. As his hands trembled, she instinctively reached for him and held his hand. His eyes slowly meeting hers and a single tear spilling from his eye. Joyce pulled him close into an embrace. They stayed locked together in each other's arms as they openly wept. Faith, unable to deal with the emotion in the room, turned and walked into the kitchen.

Xander tried Willow's number again.

* ~ * ~ *

Spike gently lifted her body; he knew that it would only be a matter of hours before she woke up. She would reawaken a lot quicker than an average human would. He held her tiny body close as he left through the bedroom window.

* ~ * ~ *

"Ok, Oz. Drive safely." Willow kissed her boyfriend before he left into the cool night air, the snow had made the roads dangerously sleek and she wanted him to stay but he needed to get equipment ready for The Dingoes' next performance from Devon's.

Willow walked toward the phone just about to turn the ringer back on. She saw the answering machine flashing, but a knock on the door slowly jolted her. "What have you forgotten, Oz?" Willow asked as she flung open the door to see Spike standing there, looking smug.

The red head stood on the other side of the threshold just as smug. "Spike what do you want? Why are you in town?"

"I'm here to give you a chance to save your friend Buffy." Spike held onto a small platinum chain with a diamond and platinum cross that Willow had given her has a Chanukah present.

Willow gasped on the verge of tears, "What have you done to her?"

"Nothing yet, Pet. It's your Angelus that you have to worry about not me."

"Angelus? There's no way..." Willow's eyes opened with fright. "Angel would never hurt her."

"Well, he must have changed his mind. Guess all that sexual frustration finally pushed him over the edge."

Tears spilled down her face as she realized Spike's implications.

"Angel wouldn't..."

"But he did, pet. Called in me LA. Somehow he tracked me down, invited me in on the 'torture the Slayer' fun." Willow's eyes snapped up to his. "Not really my style."

He nearly smiled as she sighed in relief. This was gonna be easier than he thought. "So, is she still...there with..."

"No, pet. I might be a monster but even I'm not as cruel as Angelus. I clunked him over the head and took the Slayer to a safe place. I know the rest of you chums would stake me on sight, not knowing the whole story, that's why I came to you. She's gonna need you when she wakes up. She's in pretty bad shape." Spike lowered his eyes pretending to care.

"But why? Why did you help her?"

"I hate Angelus more than I hate her. Look at what he did to Dru, and now he's trying to do it to her. So, are you coming with me, pet? I know it's hard for you to understand or to trust me but for once you have to."

Willow looked at the sincerity in his eyes, grabbed her purse, coat and shoes, not even caring that she was in her pajamas, and left with Spike.

* ~ * ~ *

Xander put down the phone as Willow's recorded voice once again began speaking. It was the fourth time that Xander had tried to get a hold of her, and he was starting to worry. He looked up and saw Giles over in the corner, talking with Joyce. Well, from the look of it, they weren't really having a conversation as much as Joyce, breaking down and Giles trying in vain to comfort her. Faith was over in the living room, looking through the chest of weapons. As he watched her raiding Buffy's stash, she looked up and met his eyes. Xander didn't like the look that she was giving him. It looked like that slap had made him a very dangerous enemy. He shrugged and turned back to the phone.

As he picked up the handset and again began to dial, he realized that this was silly. Willow wasn't home thirty seconds ago, she wouldn't be home now, and if she was, well she would be listening to two very panicky messages right now. Xander looked up the stairs towards Buffy's room. She was up there, not breathing, puncture holes on her neck and blood on her lips. I told them, I told them all, but do they ever listen to me, no. I'm just the comic relief. And now she's up there, dead… Xander shook his head, trying to dislodge the thought. There had been many times Xander had felt fear in the three years he had known the Slayer, but this, well this topped them all .

Xander was still staring at the stairs when Giles appeared at his shoulder. "Jesus, don't sneak up on me like that. It is so like Angel…" Xander halted that sentence as well. He looked down at his feet when he saw the look of pain and rage cross the Watcher's face.

"Did you reach Willow?"

"Naw, just got the machine again. Maybe she is out with Oz."

"Yes, well, we can't do anything here without her. She really is the only one that can do this spell. We need to do something fast. There are very few accounts of Slayer's being turned and I really, well, I don't know what to expect."

"Don't worry, G-man. She'll be here soon." Xander turned back to look at the stairs. "I think that I might head up there, keep watch, you know."

Giles stared at him for a moment, a knowing look on his face. "Good. I think that I will stay here with Joyce. She is having some trouble… Well, that is to be expected. She is… was her daughter."

Xander nodded, noting that Giles didn't, well couldn't , say Buffy's name. Joyce wasn't the only one mourning a child.

Xander turned, heading up the stairs slowly,and looked down the hallway. He had thought he had wanted to be here, to see Buffy, alone. But now that he was here, he couldn't bring himself to actually walk into her room. Buffy had been the most alive person he had ever met, that was one of the many reasons he was so in love with her. Xander shuddered at the thought of Buffy without that spark. He sighed, squared his shoulders, and put one foot in front of the other, slowly striding to the partially opened door. As he curved around the threshold, pushing open the door, he braced himself for the sight of her dead body.

The bed was empty.

Shocked and disbelieving, Xander looked behind the door, and then crossed to the closet, opening it wide . Frantically pulling blouses and dresses to the floor, he searched the clothes-filled space, then stilled abruptly. "I am so stupid. She is not here." Xander remonstrated himself, a silk shirt slipping from his hands. There was only one possible explanation; Buffy had awakened.

Unconscious of having made any decision, Xander blindly turned from the closet, his feet carrying him down the stairs and into the living room. Giles looked up from where he was sitting, awkwardly holding Joyce's hand. Xander motioned to Giles, moving surreptitiously into the kitchen. When Giles had joined him, he looked around nervously and whispered, "She's gone."

"What do you mean, who is gone?"

"Buffy. She's not up there anymore. I think she, you know, woke up." With another look over his shoulder, Xander told the Watcher what he had seen in the Slayer's bedroom."

"The window was open. You don't think…"

"No, Xander. It is not possible for… well, for Buffy to have woken up. It takes much longer than a few hours for a person to complete the change. In addition, a fledging vampire would not walk out of any house just hours before dawn. They have a natural instinct to stay inside and away from the sun."

"So, where is she?"

"Where's who?" Both men turned to look Faith who had just walked into the room. "Still looking for Willow?"

"No…" Xander's hesitant explanation was cut short with a look from Giles.

"Everything is fine. Could you go and check on Joyce for me ? I am worried that she is not doing well."

"Sure, no problem." Faith agreed softly, looking at the two, suspicion on her face. Xander held his breath, waiting for her to take issue with the obvious lie, but she just turned and walked back to the living room.

Xander looked to Giles who watched as Faith left and then spoke. "I do not want to involve Faith until it is absolutely necessary."

"Absolutely necessary? You don't mean staking Buffy? I mean we are going to do the spell, right?"

"Yes, the spell..." Giles sighed, removed his glasses and rubbed the bridge of his nose. "But if at anytime she becomes a danger to anyone, it is our duty to protect the world from…" Giles' trailed off as he realized the impact of what he was saying. His voice cracked as he finished, "…well, vampires…."

Xander looked down at his feet as they both contemplated the ramifications of what Giles had said.

"Hopefully, it won't come to that. Now go. Try Willow again. And remember, not a word to anyone about …her."

"And what are you going to do?"

"Well, first I am going to wait to see if you reach Willow. Then I am going to see if I can find …Buffy." Giles' voice broke slightly as his Slayer's name crossed his lips. "I have to assume that if she didn't awaken on her own, then she must have been taken. The question is by whom."

With a nod, Xander returned to the phone. Giles approached the stairs to see the room for himself.

Xander dialed the witch's number again and then slammed the phone down on the tenth hollow ring. He was at the end of his rope. Buffy had been turned, her body was gone, and now Willow was nowhere to be found. He knew that if he could just find Willow, all the craziness of the past 48 hours would go away.

Xander paced in tight, agitated circles. "Willow…Willow will make it all right." In the midst of this desperate mantra, a sudden thought. Oz, of course, she was probably at his house. He opened his wallet and searched frantically for the slip of paper that had the musician's number on it. For a moment he panicked, thinking it lost but then thankfully found it. He dialed the number with trembling fingers.

"Oz." The sleepy voice on the other end of the phone answered.

"Oz, this is Xander. Is Willow there?"

"No, I left her at her house. She said that she was going to bed. What's wrong?" Xander could hear the fear in his voice. "Is Willow ok?"

"Well, she's not answering her phone and there is a bit of a crisis at Buffy's house. We really need her here."

There was a slight pause. Oz continued, a shade less laconic. "Okay man. You stay there and I'll drive over to her house and see if she is there. We'll meet you at Buffy's. Stay cool ."

"Thanks, Oz. We'll be here."

Xander hung up the phone, slightly comforted . He returned to the living room, where Joyce was talking to Faith , and sat down on the sofa. The women's soft voices buzzed in the background as he put his head in his hands and waited for someone to tell him what to do next .

* ~ * ~ *

Willow climbed out of the black Desoto, secretly surveying Spike's apparent home. The decrepit farmhouse was located on the outskirts of town. From the look of the boarded up windows and the mangy yard, this place must have been empty for a long time.

"So, like my new digs? Not as nice as the mansion, But it's got it own rustic charm."

"It's n-n-nice." Willow stammered. She had come with Spike willingly; Buffy needed her. But in the car ride over, Willow couldn't help thinking about each and every attempt by Spike to kill her or her friends. Plus Spike's behaviour hadn't helped her paranoia either. He kept throwing quick glances at her as she huddled in the passenger seat, an unreadable expression on his face. By the end of the drive, her every nerve was screaming at her to flee. But I can't, Buffy's life was at stake. With resolve face in full effect, Willow followed Spike up the rotting steps and entered the house.

It was pitch black inside. Willow shuffled nervously behind the vampire, moving blindly through an apparent hallway and into a dim room. She cried out as her shin hit something low and solid.

"Hold on there, Red. Stay still and I'll light a few candles. Talk to me while I search, that way I know where you are."

Freed from the fear of a shameful death by stumbling, Willow finally voiced the questions that had been buzzing inside her head since Spike had knocked on her door. "So, where is Buffy? How badly is she hurt? Where is Angel? Does he still have his soul?"

"Don't worry, luv. Buffy's gonna be fine, she just needs you. I'll explain what going on with Angel after you see her."

"Oh. Ok ay." As she spoke, she heard the flick of a lighter and then saw Spike lighting a candle. He moved toward to her, handed her a half dozen or so candles, and then passed her a lighter.

"Light these and set them around. I'll be right back." Willow moved into the living room, looking around as she lit the candles and placed them around the room. The farmhouse interior was surprisingly clean considering the rundown exterior. The living room was furnished with several well used but nice pieces of furniture, and surprisingly, a grand piano. The large fireplace in the center of the room had obviously been used many times.

Interesting, Willow thought. From the look of this room, someone has been living here for a while, but Spike said that he had just arrived from LA. Well, maybe Spike just borrowed the place from someone. Or maybe he just took it.

Standing in the shadows of the dimly lit room, Willow's unease returned in force. She hadn't really thought about the dangers of trusting Spike, she was so worried about Buffy. But now, she desperately wished that she had not gotten in the car with Spike. She should have gone to get Giles or Xander.

As she lit the last candle and placed it on the old grand piano, a floorboard creaked directly behind her. As she started to turn, Spike's arm snaked around her throat, cutting off her oxygen. Willow struggled uselessly, hands futilely clawing at the vampire's hold. The already dim room slipped deeper into gray as her struggles slowed and her limbs weakened. Her hands fell limply to her side, the gray solidifying into black. Willow went limp in Spike's grip.

* ~ * ~ *

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