Giles came downstairs and after placing a kiss on Willows lips he sat beside her with an arm around her shoulders bringing her in to lean against him.

"They're back. They're sleeping right now. Willy went up and took the last room a couple minutes ago." Willow said as she took a sip of he coffee.

"So we are alone for awhile are we." Giles said quietly as he ran a hand up Willows thigh.

"Whatever shall we do." Willow said as she turned her head and captured his lips.

Willow brought her hand up and cradled Giles cheek as they deepened the kiss. Giles hand moved up her thigh and across he abdomen. Willow slowly turned and raised herself so she was now straddling Giles lap, never breaking the kiss. Giles hand came up to lightly massage her breast.

Willow moaned as she ground her hips against him. Giles gasped as he pulled away from the kiss and pulled her in tighter and trailed kisses down her neck.

"Damn." Giles said as they broke apart when they heard Xander and Anya coming up the basement stairs.

"I forgot they were downstairs." Willow mumbled to Giles and smiled slightly.

They both straightened their clothes and hair before the basement door opened.

"okay, the basements all ready for the wiccas Will. Weren't they supposed to be here already?" Xander asked.

"Yeah this morning before everyone returned from the meeting." Willow replied.

"Do you think something happened to them?" Anya asked.

"Maybe. I don't know. I've been on the computer on and off, but I'm getting no response from anyone." Willow replied.

"What about doing a locating spell or something?" Anya asked.

"Well they're only a little late. I'll wait and see. If we don't hear from them by tonight, then I'll try that." Willow replied.

"We should finish making sure all the windows are covered. We don't know how long the darkness will last in case Wesley figures it out before we do." Giles said.

"Yeah, you're right. Wouldn't want Spike and Zaaron to go poof." Willow added.

"Speak for yourself." Xander said as he walked towards the kitchen.

"Xander." Willow said scornfully.

"Look Will. I've never liked him, and that's not about to change just because he's all soul having. He's a killer Will. He'll never change in my eyes." Xander said.

"Have you forgotten what I did?" Willow said quietly.

"What about me?" Anya asked. "I did it alot longer than Spike."

"That's different." Xander said to Willow and Anya.

"It's only different because you care about us. Spike has changed. It started long before he got his soul. We just ignored it and refused to see. But I can see it now. He's not just trying, he's doing." Willow said as she turned and went into the diningroom and sat back down at her computer.

Anya just shook her head and left Xander and Giles standing there.

"I never much cared for Spike myself. But Willow is correct. Spike has changed." Giles said.

"He only acts this way to get to Buffy." Xander said angrily.

"In the beginning I beleive that's what it was. It started out that way, but it changed along the way. Spike is doing what he wants to do. Free of the chip, nothing stopping him, yet he remains here. Helping us. Knowing it may mean his death. Spike is dicovering who he really is. If we survive this, I'd like to see the put come of his discoveries." Giles said as he walked to the dining room and picked up a book, and leafed through the pages.

Xander stood there for a minute before retreating to the kitchen. Still in the mindframe of not trusting Spike.

"Oh I got a message." Willow said as she clicked open her mail. "It's from Cierra. She'll be here tonight. She lost contact with everyone but Emily. She doesn't know what's going on. But she said she'll be here." Willow said as she clicked off her mail.

"Well I'm sure she'll be alright. How is she arriving?" Giles asked.

"She didn't say. " Willow said. "I'll le Buffy know, maybe the patrollers can keep an eye open for her."
"Yes that's good." Giles said as the phone rang.

Giles moved quickly to pick up the phone.

"Yes hello. Summers residence." Giles replied into the receiver.

"Wesley, anything new?" Giles asked quickly.

"Not much I'm afaid. I just wanted to keep in touch and see if you might have learned anything." Wesley said defeatedly.

"No , not a thing." Giles said in the same manner. "You were around when it happened. Any idle thoughts perhaps." Giles said rubbing his forhead.

"No." Wesley paused a moment. "Well maybe there's something."

"What?" Giles aked quickly.

"It was something Angelus said, something about the Beast having his own death with him. I'm not sure what he meant by that." Wesley said.

"Wesley can you fax us a picture or sketch of the Beast.?" Giles asked.

"Yes, but he's not in any of our books. I've been all through them several times." Wesley replied.

"Not our books. Theirs."Giles replied as he went on to tell Wesley about the deamon council Spike had taken Buffy too, as well as the outcome of the meeting.

"My word. I never would have thought the deamons had a council." Wesley said as he let out a long breath.

"I thought the same thing." Giles said.

Wesley and Giles talked for a few more minutes before Giles gave Wesley Willows fax number.

Giles hung up the phone and turned and returned to Willow side.

Giles places a kiss to her temple as he sat beside her.

"We may have a lead coming over the fax soon." Gile said.

"Really. Thank god. We're scraping the bottom of the barrel here. Anything will be good right now." Willow said as she turned her fax on.

Anya and Xander came into the diningroom just as light shimmered and a figure appeared causing everyone to jump back.

Once the light faded Willow could see who it was.

"Emily." Willow ran to the woman just as she fell to the floor.

"We lost contact with everyone. I just got to Cierras when we were attacked." Emily said gasping for breath and holding her stomach.

Willow looked down to see the blood pouring out very fast.

"Cierra......I had to get here to warn you. They're all gone. You're the last of us Willow." Emilys breathing became haggard and hard.

"Oh god. No." Willow said as her tears began to fall. " I can heal you."

"Too......late. I'm sorry Wil......." Emily never finished her sentence as her head fell lifelessly to the Willow lap.

Xander wiped his foehead wearily. "I guess the basement won't be needed." He said angrily as he threw his coffee mug across the room and it shattered falling to peices in the corner.

Willow flinched as her tears fell. "I'm sorry WIll." Xander said trying to gain some composure.

Spikes eyes opened slowly as he smalled the air. He bolted upright and looked to Buffy.

"What? What's wrong?" Buffy asked as she sat up looking at him trying to come out of her sleep haze.

"Blood. Human. In the house." Spike said as he started to rise.

"Maybe someone cut themselves or could be that time.....you know for someone." She said quietly.

"No. I smell death." Spike said as he moved to the door quickly followed by Buffy.

As they entered the hall they saw Zaaron and Faith coming from their room too.

Buffy noticed Zaaron had the same look in his eyes that Spike had. Faith looked to Buffy as they all headed to the stairs.

When they got the the bottom they saw everyone hovering over the body of a woman.

Buffy came to Willows side. "Willow, what's going on?"

Willow was to wracked with sobs to make any sounds that were recognizable.

"Translation needed here Rupert." Spike said as he came to Be by Buffy.

"This is Emily." Giles stated.

"One of the witches Red told us about right? What happened to her?" Spike asked.

"Apparently Cierra and Emily were the only two left alive. They wer attacked when they met up to come here. Cierra didn't make the teleportation. It took the last of Emily power and strength to make it here to warn us." Giles said.

"Warn us about what?" Buffy asked placing a comforting hand on Willows back.

"That Willow is the last. They are all dead. Probably attacked much the same way Emily and Cirra were. At any rate Willow is the lone survivor, there are no other wiccas left, at least not here." Giles said.

"Oh god Will. I'm so sorry." Buffy said as she embraced Willow.

Willow took a few minutes to compose herself. She got up off the floor and went to the cupboard in the diningroom and pulled out a bag and slung it over her shoulder.

"I need someone to take her to the basement. I have to prepare her for her journey." Willow said quietly.

Spike never said a word. He moved over and picked her up and took her downstairs.

"I'll need privacy. No one come down please." Willow said as she turned and walked down the stairs.

After a couple minutes Spike emerged from the basement and rejoined Buffy.

"Giles how are we gonna bury her? The way it is, it's not safe for all of us to be out there. Maybe we could do it on patrol tonight." Buffy said looking down at the carpet, anger, frustration,pain and tiredness all apparent in her voice.

"We don't have to luv." Spike said as he ran a caressing touch on her knee. "I asked her about that while I was down there. She said the same thing you did. She's gonna take care of it through magic."

Buffy was a little curious, but just nodded and left it at that.

"Dawn." Ander spoke up breaking the silence that had permeated the room.

"What about Dawn?" Buffy asked.

"Well I know she was supposed to spend the other night at Janices. But she should have come back just before the sun disappeared. With everything going on I forgot. Has anyone heard from her?" Xander asked moving towads the phone.

"Yeah actually she's not here. I sent her to stay with dad. Spike thought with everything going on with the First, she should be out of harms way. He thought it' would be safer if she wasn't here." Buffy replied.

"Oh Spike thought. We've been protecting and watching out for each other for along time Buffy. Just because he says you send her away." Xander said snidely.

"No, I sent her away because he was right Xander." Buffy said trying to keep her anger down.

"Yeah right. Your dad lives in L.A. where all this darkness started remember." Xander stated as if talking to a child.

"Which is why we put her on a plain to Spain, where my dad is on business and will be for the next three months." Buffy said not controlling her anger anymore.

Spike just stood there grinding his teeth before he turned and walked towards the kitchen.

Buffy flinched slightly when she heard the back door slam shut.

She looked coldly at Xander."Get over your problems with Spike Xander. Cause he isn't going anywhere. This isn't some little affair. I love him and I plan on being with him for a very long time, that's if we survive this. You said you wanted to see me happy. He makes me happy. He can give me something no one else can." Buffy said as she moved to follow Spike.

"What's that?" Xander spat out.

Buffy stopped and turned and looked him in the eye. "He loves me. No matter what I do or say. He doesn't judge me. He let's me be who I am. He supports anything I do, right or wrong, he stays there, right there by my side. He's the one constant I've had that hasn't changed. He'll always be with me, even in death." She said quietly as she turned and walked away.

Buffy sat beside Spike as he took a haul from his smoke.

"He's righteous pratt he is. What a peice of work. Bloody pillock." Buffy said in a very bad imitation as she took his hand smiling.

That caused Spike to chuckle.

"Just give him time. He'll come around.........eventually." Buffy said as she laid her head on his shoulder.

Spike released her hand and brought his arm around her and held her tightly.

"If he doesn't come around, you can always eat him." Buffy replied laughing a little.

Spike snorted. "I think the whelp would leave a foul tast in my mouth luv. Nope , I'll stick to the bagged variety. Sits better on my concsious nowadays." Spike said as he threw his smoke to the ground.

He brought his other hand up and gently brushed it across her thigh.

"We still have some sleep time." Buffy said as she turned and captured his lips heatedly.

"I'm very tired slayer." Spike said smiling as he claimed her lips again.

Buffy broke the kiss. "Upstairs now." As they stood and looked at the door they stopped.

"Roof?" Buffy asked.

"Roof." Spike said as they climbed up and went through the window to their room.

They were all over each other before they made it all the way through the window. hey fell through the window and landed on the floor , never slowing down their assault on one another.

"Look guys. I'm sorry and all, but I'm also beat. We've only slept probably an hour or two. I'm gonna have to go get some more sleep before we patrol tonight." Faith said as she headed to the stairs. "You should too Zaaron. Come on." She said as she continued up the stairs.

Zaaron smiled as he headed up the stairs at Faith invitation.

Giles rolled his eyes. "Oh god not again." What is it with slayers and vampires. Giles thought to himself as he stood up and went to the kitchen.

"Since the basement won't be needed for wiccas any longer, you and Anya may as well use it. But I'd like to turn the dining room into a makeshift bedroom for Derclon. That way everyone is squared away." Giles said.

"That still leaves Zaaron." Xander said as he took a drink of his coffee.

"No. I beleive Zaaron has already been taken care of." Giles replied.

"No. he's stuck sharing a room with ............Faith." Xander said slowly as a light went off in his head. He shook his head and looked at his coffe swirling around in his mug. "Why me?"

Giles clapped a hand on his back. "We'll need that room as soon as possible." Giles said then left the kitchen chuckling to himself and sipping his coffee.

Zaaron and Faith laid on the bed quietly. Faith rolled over and faced him.

"Why are you hesitating on saying what's on your mind" From what I've seen of you so far that's not you." Zaaron said as he looked deeply into her eyes.

"Do you think it's wrong for a slayer and a vampire to be together?" Faith asked as her brows wrinkled.

Zaaron watched her features intently. He could read her mind. But chose not to intrude on her that way. He could see she wanted an answer, but was a little weary of it too.

"No. That's the way it has been always. Very few of the watchers ever knew about it. It was kept quiet."

"Are you as old as Spike or Angel?" Faith asked curiousity getting the better of her.

Zaaron smiled. "Both of their ages combined are but a mere drop in the bucket campared to mine."

"How old are you?" Faith asked bring her hand up and resting her head on it.

"Over 1500 years I've lived so far." Zaaron replied.

"Are you like Spike and....well what Angel was like? Do you have a soul?"

"A soul? No, no soul. Never needed one." Zaaron said.

"So you feed then?" Faith said.

"On humans, No. I never have." Zaaron replied.

"How is that possible?" Faith asked a little shocked.

"I don't know. I guess it's dependent on how strong your will is over the deamons. I was alone when I awoke. My sire hadn't come for me. The first thing I saw when I emerged from the ground was a slayer. I had a very strong will and my deamon didn't seem to be able to work his will through me. Maybe she sensed it. She took my hand and helped me up. That's when I learned what a slayer was. She took me home to her watcher. I stayed with them. She taught me to fight. I helped her with her duties. She was killed one night while out hunting. I couldn't get to her in time. We were friends for five years. Her watcher told me she lived longer than the previous slayers had, he thanked me for helping and then he left. I never saw him again." Zaaron said as he let out an uneeded breath.

"And you've been doing this ever since." Faith said rather than asked.

"Yes and no. I take time for myself ocassionally. You know fifty years here, twenty years there. Whatever I feel I need." Zaaron said.

"Have you ever been with a slayer?" Faith asked quietly.

"Yes. I've been mated to a slayer. Twice. A very long time ago." Zaaron said as he got a faraway look in his eyes.

"I'm sorry, maybe I'm getting to personal." Faith said as she started to roll over.

Zarron put his hand out and stopped her. "If I thought it was too personal. I wouldn't have told you. I'have nothing to hise or be ashamed of." Zaaron said as he brought up his hand and lightly caressed he cheek.

"Would you stake me if I kissed you?" Zaaron asked smiling.

Faith smiled back. "I might if you don't."

Zaaron moved in slowly and captured her lips tenderly. His kiss was soft but demanding.

Faith kissed him back deepening the kiss.

Afer a few minutes Zaaron broke the kiss. "As much as I hate to say this. And I do, beleive. You should get some sleep. It's going to be a long night." Zaaron said trying to calm his insides.

"Yeah like I could sleep after that." Faith said under her breath as she rolled over and closed her eyes.

Zaaron chuckled under his breath as he moved over and wrapped his arms around Faith bringing her around to lay on his chest.

"Willow had been chanting in the basement for about fifteen minutes when a light began to glow in front of her.

"Yes my child. I'm here. And I've seen what's happened."
"Goddess Hecate, please take her home. Take all your children home." Willow said as her tears began to fall.

Hecate smiled and moved closer. "I already did." Willow looked down and saw Emilys body had disappeared.

"Thank you Hecate." Willow said quietly.

"Do not fear my child. The fight will be long and hard. Nothing will be as it was when the battle is over. Hold your memories tight. Remember your heart, that's what's going to get you through this. I will be standing by your side when I'm needed." With a last smile Hecate disappeared.

Willow sat silent for a moment then started putting her supplies back in her bag.

Willow went back upstairs to see Xander measuring the diningroom entrance.

"What's going on Xand?" She asked as she came to his side.

"Giles asked me to turn this into a makeshift room for Derclon." Xander replied.

"Oh." Willow said as she put her bag in the cupboard.

"Are you okay Will?" Xander asked as he put his am around her.

"Yeah. I'm okay." Willow said as she returned his embrace.

"Where is everyone?" Willow asked looking around at the empty room.

"Buffy and Spike went out. Zaaron and Faith are sleeping. GIles is in the kitchen making us something to eat and Anya is taking a shower. Derclon is still sleeping, he never actually left the room." Xander said as he wrote down some measurements.

Willow turned and wandered into the kitchen.

She immediately went over and helped Giles cut up the vegetables.

"Whatcha makin?" Willow asked as she grabbed the carrots.

"Just a beef stew and some salad." Giles replied as he pulled her aside and kissed her. He broke the kiss then enveloped her into a hug.

Willow sagged against him as her tears fell freely.

"I'm here. It's alright." Giles said soothingly as she held him tighter.

"I love you." Willow whispered through sobs.

Buffy woke up and tightened her embrace around Spike. They were still on the floor, they never quite made it to the bed. But at least Spike pulled the blanket off the bed to cover them. Spike turned his head and kissed the top of her head as he brought his fingers up to gently caress her cheek.

"Think it's almost time to get up?" Buffy asked as she started trailing kisses from his abdomen, up his chest to his neck.

Spike moaned as Buffy shifted and captured his lips in a long, slow and deep passionate kiss. When Spike broke the kiss, he was breathing hard as he rolled Buffy over and laid on top of her.

"Probably. They'll wait." Spike said as he rested his hips between Buffys thighs and slowly entered her.

They both groaned and closed their eyes. Spike resting his forehead against hers.

Buffy hand came up and gripped the back of his head bringing his lips down to hers, kissing hungrily.

Spike took his time, thrusting in and out slowly and deliberately hitting her nubbin each time causing her to moan in pleasure.

Buffy slowly raked her nails up Spikes back. Spike took a sharp breath as he brought his hand up and grabbed her breast, pinching and rubbing it making Buffy sigh. Spike lowered himself slightly and captured her nipple between his teeth.

Spike licked and sucked slowly bringing more moans from Buffy lips.

"Spike." Buffy gasped.

Spike moved back up to look into her eyes, they were heavy with desire. No matter how many times he saw that look in her eyes, it was still amazing to him that it was him, she wanted, needed and loved.

He dipped his head kissing her heatedly as their bodies rocked faster with their need.

Buffy began to move her hip and meet him thrust for thrust. Never tearing their lips apart.

Her hand frantically began touching and caressing him everywhere she could. Spikes arms snaked around her until she was fully in his embrace being held so tightly they were almost one,still trying to get closer to each other.

Buffy broke the kiss when she felt her climax starting to build.

"Oh god...Spike." Buffy said gasping for air.

"Buffy." Spike said through clenched teeth as he buried his face in her neck when he felt the building of his own.

Buffy and Spike both gasped and groaned, then Spike captured her lips as their orgasms exploded. Buffy saw flashes of colour bursting behind her closed lids. She kissed Spike with everything she had in her. Spike moaned as he felt her contracting to her orgasm. His body started to shake as his seed spilled into her.

They laid there a tangled mass of limbs breathing heavily and totaly oblivious to anything around them but one another.

"Mmmmmm. Now a bloke could get used to being woken up like that luv." Spike said as he began trailing kisses down her neck. He was already starting to harden, still inside of her. As he began to move slowly, Buffy wrapped her legs around him and rolled him onto his back.

Buffy rocked back and forth as she trailed her nails down Spikes chest.

Spike growled as he grabbed Buffys thighs and pulling her as he thrust harder. Buffy threw her head back as Spike filled her again and again. She began grinding herself into him as he thrust, causing him to moan louder.

Spike sat up as Buffys legs wrapped around him. He brought his hand around to cup her ass and and pulled her onto him deeply embedding himself in her. Spike brought one hand around and caressed her breast going slowly down her abdomen until he reached the junction between her thighs. His fingers deftly found and teased her nubbin unmercifully.

"Uhhhh.......ohhhh....ggg....Spike." Buffy gasped as she quickly orgasmed and rested her head on Spikes shoulders. Her arms wrapped around him as she felt him tightening up ready to explode.

"Buffy." Spike moaned as he had his release.

They fell back on the floor and tried catching their breath.

"Damn. I have to make sure we survive luv, If I get to wake up like this everyday." Spike said.

Buffy just smiled and captured his lips. "I love your stamina." Buffy said smiling.

Spike rolled her over and captured her lips a gain. He stated trailing kisses down her neck and stomach. His mouth stopped at the apex of her thighs.

Buffy groaned as she felt his tongue invade her.

Buffy gasped as she heard a knock at the door.

"Hey Buffy. We're leaving in about a half hour. Yo Spike, put it back in the holster already." Faith said then started to turn back and head downstairs.

Spike chuckled slightly as he licked and sucked deeply before moving and starting to rise.

"What a time to get interrupted." Buffy said pouting.

Buffy let out a breath as she and Spike headed for the shower.

"Are they ready?" Derclon asked slightly impatient.

Faith and Zaaron exchanged smiles. "Yeah, they'll be down in a few." Faith replied as she walked past Zaaron. "Vampire stamina, guess it's true." Faith chuckled as she started going into the kitchen.

"I've never had any complaints." Zaaron said over her shoulder as he walked past her into the kitchen.

Faith was about to respond but stopped when she saw Xander and Anya sitting at the counter.

"Faith, you guys heading out now?" Xander asked as he took a sip of his coffee.

"Yeah, just waiting on B and soulboy." Faith

Zaaron looked towards Willow and Giles and pursed his lips slightly before speaking.

"Willow, would you like to come with us tonight?" Zaaron asked.

Willow and Faith swung their heads around to face him.

"Red, why? I thought she was only coming if she was really needed out there. Right now she's the strongest one to protect everyone here when we're gone." Faith said.

"Verik wants to meet her, and she needs to meet the others as well. She can also tell them about what happened to the wiccas." Zaaron said.

Faith still didn't look convinced. Willow was just shocked and a little nervous. Giles put a comforting arm around her.

"I have to agree with Faith. I don't think Will should be going." Xander said.

"Willow is quite capable of looking after herself." Giles said with pride, even though he was scared to death on the inside.

"But still.........." Xander started.

"No. He's right." Buffy started as she and Spike came into the kitchen. "He's just not telling you everything. It's getting bad. We had a couple near misses lastnight. I'm sorry Will, I was hoping we wouldn't need you, but I guess your part of the patrolling team now." Buffy finished.

"I told you I'd be there when you needed me." Willow said as she came to Buffys side.

"I know." Buffy said quietly.

Buffy looked around at everyone assembled in the kitchen.

"Everyone ready? Lets go." Buffy said as she reminded Willow to put her pin on.

Spike and Zaaron rolled their eyes as they pulled out their pins and attached them to the belt loops.

~~~~~~~~~~~~~~~~~~~~~~~~~

They made it to the bar a little wose for wear. Some cuts and scratches and bruises already starting to appear.

They grabbed a table and waited for Verik to approach them.

"Zaaron." A voice said coming up behind him.

He turned to see a familliar face. His smile grew wide.

"So you've returned. Good to see you're in one peice." Zaaron said clapping the man on the back.

"In body only." The man said wearily. "Word travels, we heard what was happening. We've come to help out."

Zaaron turned to his companions at the table. "This is Kyle, an old aquaintance of mine. Kyle, this is Buffy and Faith, the two slayers. This is Willow, a very powerful witch, Derclon, whom you already know, and this is Spike."

They all nodded their greetings as the newcomer Kyle joined the table.

"How many are we?" Asked Buffy.

"Almost three hundred of us, plus maybe seventy five others we picked up along the way. Some deamons, some humans, majority vampires." Kyle said as he took a drink of his beer.

"Spike, remember when I told you of the vampires who took it upon themselves to follow in your footsteps to Africa. He was the first to go." Zaaron said indicating Kyle.

Spike just stared and dipped his head and looked down. "How many survived?" Spike asked quietly.

"Out of the three hundred and fifteen of us who went, two hundred and eighty four passed and survived. A little worse for wear of course." Kyle said as he pointed to his head.

Spike nodded.

"So some of them died during the trials." Buffy said as her hand tightened around Spikes.

"Yeah, we all knew the risk." Kyle replied.

"If you might die, why bother? Kinda eliminates the whole I'm gonna live forever thing." Faith said.

"After many years immortality wears on you. Not all vampires are totally evil. Most yes, but not all. You've all be mislead as to what makes a vampire tick. Look at Zaaron, he has no soul. Do you think him evil?"

Faith just looked at Zaaron. "No." She replied without a second thought.

"See just proves my point." Kyle said as he took another drink.

Everyone sat back sinking into idle conversation. Everyone but Buffy and Spike.

"Luv, I'm gonna need my hand during patrol." Spike whispered in her ear.

"What?" Buffy looked down and noticed the death grip she still had on his hand. She loosened her grip but didn't let go.

Willow turned to Buffy. She saw the stricken look on her face before her expession turned to slayer mode again.

"Buff, you alright?" Willow asked leaning over to Buffy.

"Yeah, I'm fine." Buffy said quietly.

Willow looked at Spike. Spike just shook his head and Willow nodded. Willow turned her attention back to the group and sipped her cola.

After another ten minutes Verik approached the table.

"Well." Verik said enthusiatically as he claped his hands together. "Everyone seems to be alive and kicking. Or undead anyway." He said lightheartedly taking in the three vampires sitting at the table. "Kyle, I see you found Zaaron."

Kyle nodded but said nothing.

"So, I take it this is the witch." Verik said as he smiled widely at Willow.

"Uh..yeah." Willow said looking at Spike and Buffy.

Spike chuckled slightly as he looked back at Willow. "Don't let his demeanor fool you luv, he's very good at what he does. He also really enjoys it."

"Like Willy......I mean Derclon." Willow replied.

Spike nodded. "Red, maybe you should go talk to Verik in private and tell him the situation."

"What situation?" Verik asked as he looked at the sullen faces of the group.

"If the meetings not going to start for a bit, mind if I turn the music on?" Spike asked.

Verik waved him off as he sat beside Willow.

Spike turned the music on and led Buffy to an open spot on the floor.

"Should we be doing this? Dancing at a time like this." Buffy asked.

"Well they needed to talk, figure they can have the table. Don't know what's gonna happen. I want to make every minute count. Hold you as much as I can." Spike replied.

Buffy leaned into him and rested her head on his shoulders.

Zaaron and Faith joined each ther in a dance as well.

Verik dropped his gaze when he heard what Willow had to say.

"So you are the last." He replied.

"Yeah. You must really be a threat if the First is going after you like that." Verik replied.

"I don't know. It went after Spike too." Willow said sadly.

"I Think the end result of the battle will rest largely on the shoulders of your group. The first has been going after you and your friends, there's something there the First doesn't want us to find out. Something you as a group ar individually can do to destroy it. Obviously it doesn't want that to happen. So what would you do?" Verik said as he looked at Willow.

"Destroy the threat before it happens." Willow answered.

"Exactly." Verik said.

"But we already knew it was our job to fight it." Willow said a little down.

"Yes. But now you know you have the power to destroy it, and it knows that. Knowledge is power. The most powerful of weapons in fact." Verik replied.

"We still have no idea how to destroy it." Willow said as she took a drink.

"Maybe not now. But you will, or the First wouldn't have bothered with you thinking you're no threat at all. Everything has a weakness, you just have to find it. and chip away at it. Buffy said that the night I met her. She was right. Nothing is infallable." Verik replied. "You'll know the weakness the minute you see it."

"Yeah, I suppose. But sitting here not knowing what's coming next, or what to do, makes me feel useless. Everyone feels that way right now." Willow replied.

"All I can say is enjoy the calm before the storm, when it hits, it'll be hell, literally." Verik said as he started to rise. " Well time to let everyone know the news, and keep all info upto date." Verik said as he left the table and walked to the front of the bar.

Everyone quickly went back to their tables and took their seats.

Everyone listened and offered ideas as Verik spoke.
The meeting ended quickly, not wanting to waste to much time, as the scheduled patrolers got up and headed for the door.

"Will, do you still want to patrol, or would you rather us walk you back to the house?" Buffy asked her quietly as they stayed a short distance behind the group.

"Yeah, it wouldn't be any trouble Red." Spike added.

"Look, I'm glad you guys want to protect me, try and keep me safe. But this is my world too. If you didn't need me out here, I wouldn't have been asked to come. I'll be okay." Willow said as she smiled slightly to Buffy and Spike.

"I know. And you're totally right.......I just don't want anything to happen to you." Buffy replied quietly.

Willow took her hand and squeezed it tightly. "I know, same goes for you. I'm glad I can help, I want to protect you guys too."

Spike dropped his head and looked at the sidewalk as they continued up the street.

Quickly changing the subject, Willow looked ahead of them and smiled.

"So Faith and Zaaron huh."

"Yeah." Spike drawled slowly. "Getting there anyway."

"Pretty fast." Willow spoke quietly.

"Have you ever known Faith to be hesitant on anything. Besides it's a two way street." Buffy said smiling.

They continued on with the small talk while walking behind Faith and Zaaron. Derclon was in the lead, as always to impatient to wait for anyone.

As they caught up and walked together, with the exception of Derclon, Buffys brows furrowed as she spoke.

"Is it just me or does it seem really quiet tonight. We haven't staked one vampire or beheaded a single demon so far. We've been out here for almost an hour." Buffy said as she looked to everyone.

"Yeah I know. What the hells going on?" Faith asked as she looked behind them but saw nothing.

"What did Verik say about the calm before the storm." Willow said as she looked around.

Spike and Verik opened their senses trying to catch a scent or sound, but came up with nothing.

They continued on patrolling making the rounds of their area for the second time when the walkie talkie on Zaarons pocket came to life with crackling static.

Zaaron grabbed it as a voice came over the device.

"We're on Belle Blvd and we are seriously outnumbered. We eed help asap. We can't hold out much longer."

"We're on Cyprus, if there's another group closer to them go there now. We're on our way." Zaaron said as he put back in his pocket and they turned around and ran as fast as they could in the direction of Belle Blvd.

They rounded the corner to Belle as Kreegins group was rounding the opposite corned. They all joined and ran down the street and jumped in to the fray.

Spike grabbed Willow as she was just about to jump into the fight with them.

"Hey hold on Red. You're not goin in there." Spike said dragging her back and looking for Buffy.

He saw her, right in the middle, back to back with Faith. Zaaron and Derclon were moving through the fray quickly trying to get to Faith and Buffy.

"Spike. what the hell are you doing?"Willow yelled trying to get free.

"Savin your ass I 'spect. You do your mojo from here. I'll make sure nothing gets to you." Spike said as he threw his knife at the charging deamon, imbedding his knife in the demons throat.

Willow nodded and began concentrating. Holding her pin in her hand, she bagan chanting, as her eyes became black. Spike was too busy dealing with the onslaught of demons coming towards them to watch her too closely.

A small barely visible sheen came over the demons, as the fight continued.

The demons were taken down quickly from that point on. When the last demon hit the ground Willows eyes returned to their natural green as she gasped for air.

Breathing heavily she looked up to see Buffy and Spike come to stand in front of her. Buffy came closer and put an arm around her helping her stay on her feet.

"Will, are you okay?" Buffy asked worriedly.

"Yeah." Willow said as her breathing slowed to normal.

"So, that was a hell of a thing. What'd you do Will?" Faith said as she sauntered up to them, followed by Zaaron.

"Oh, just a little energy sucking spell. Slowed their reflexes, easier and quicker to take out." Willow smiled slightly.

"How did you just hit them with it? We were all in there, how come we weren't affected?" Faith asked.

"Easy. I concentrated on the pin. Anyone wearing a pin in this area wouldn't be hit." Willow answered.

"Good thinking. Damn B. Good thing she's on our side." Faith said as she walked over to the other groups to be of any help.

Spike just smile as he joined Faith.

"Thanks Will." Buffy said as put an arm aound her shoulder and they walked over to where Faith and Spike had gone.

"Kreegin." Spike said as he came to stand behind her. "Is everyone alright?"

Kreegin raised herself to stand and turned around to face Spike.

"Two were lost tonight." She said holing their pins in her open hand.

Spike just looked down and shook his head. "What about Melnick? He's the one who called for help." Spike asked as he looked around.

"He's there." Kreegin said pointing to the lone figure standing apart from the group.

Buffy watched as Spike and Kreegin walked over to where Melnick was standing.

Willow and Buffy made their way to Melnick stepping over the corpses on their way.

"Hey." Buffy said quietly as she rested her hand on the small of Spikes back.

Spike looked at her solemnly and put his arm around her.

"Melnick, how many?" Kreegin asked quietly.

"All. It was just me and Terran left whan you arrived. He was taken out shortly after." Melnick said as he placed all the pins from his group into his pocket.

"It was a trap. They planned this attacking one group at a time, taking us out one by one." Buffy said.

Everyone nodded in agreement.

"We should head back. I think that's all that's going to happen tonight." Kreegin said and Melnick agreed.

They all started walking back to the bar.

Buffy started looking at all the demon corpses on the ground as her brows furrowed. She slowed her pace as she looked more closely.

"Somethings not right. This is all wrong." Buffy said still looking at the ground.

"What luv?" Spike said as he looked around.

"Look at the demons Spike." Buffy said as everyone stopped and watched puzzled.

"I am looking. They look dead." Spike said casually as he looked up to meet Buffys eyes.

He saw confusion there first. Then he saw her eyes clear as something came to her.

Spike looked at Buffy and then glanced around at the demon corpses littering the ground.

"Zaaron. Contact the other patrollers." Buffy said as a sense of dread washed over her.

Five minutes later Zaaron quietly made his way to the middle of the group.

"There's no response from any team members." He replied as he hung his head.

Buffy closed her eyes breifly before looking around at what remainded of the three groups.

"We have to get out of here. They're coming for us." Buffy stated as she slowly grabbed Spikes hand and started moving.

"What do you mean coming for us?" Willow asked.

"What the hell's goin on B?" Faith asked.

"They've been watching us. Learning their prey...so to speak." Buffy said as she kept walking and everyone fell into step behind Buffy and Spike.

Spike shook his head as awareness washed over him. "Take out the weaker teams then converge and go after the stronger one." Spike said as Buffy nodded.

"They've been watching and testing the waters with each attack. They know our strengths and weaknesses. My guess.........after they wiped out the other teams, they were all coming for us." Buffy said as she looked at Willow. "We have something they don't expect. You haven't been out with us before tonight, they don't know about you. Welcome to the team Willow. I guess it's just not for tonight. We're gonna need your help." Buffy said quietly.

Willow looked at Buffy and Spike. She could tell by the looks on their faces they didn't want her there. They wanted her at home where it was safe. Truth be told...so did she. She would love nothing more than staying home with Rupert and being book girl. But she wasn't about to back out because of fear.

"I know you would rather me not be her with you guys, But It's my world too. I'll do whatever I can to help save it." Willow said to Buffy.

"I know you will." Buffy said as a ghost of a smile came over her face.

"You're a good woman Red. I hope he tells you that often." Spike said as they continued to walk.

Willow just blushed slightly at the compliment.

Faith, Zaaron and Derclon took up the lead while Kreegins team and Melnick brought up the rear.

Everyone was sullen in the trek back to the bar to talk to Verik and tell him the latest news. They made they're way down the abandoned streets and darkened houses and storefronts.

They walked into the bar and came to stand in front af Veriks table. Verik looked up and saw the grim yet determined looks on they're faces.

Verik lowered his head and closed his eyes. His hands were clasped tightly while resting on the table.

"Tell me." Verik said preparing himself for the blow. He knew it was bad, they weren't due to come until after patrol, and that wasn't for a few more hours.

They all fell silent while Buffy and Spike filled him in. Faith, Willow and Zaaron also gave him details, now looking back they could see. That old saying about hindsight being true.

Verik just rubbed his temples as a round of drinks were brought over for everyone.

"I'm ............I have to call the rest of the teams who were scheduled to take over after you, I should have them come in and hold a meeting." Verik paused a few minutes. "Go home, get some rest. We'll meet here in five hours. Put your thinking caps on, we are going to need suggestions people." Verik said wearily as he bid them good bye and headed to the back room to make his calls.

~ ~ ~ ~ ~ * * * * * * * ~ ~ ~ ~ ~

Spike sat in the chair with Buffy on his lap, holding each other tightly. Willow sat leaning against Giles on the couch, his arm securely around her and her head resting on his shoulder. Faith stood leaning against the wall fidgeting slightly. Zaaron sat on the stairs quietly but watching everyone intently. Xander and Anya sat side by side holding hands and looking downtrodden.

"Well this is getting us nowhere." Spike said breaking the silence.

"Well I haven't heard anything come from you either." Xander said quickly not hiding his dislike for the vampire.

"I haven't heard anything come from anyone." Buffy said looking at Xander.

"I have no idea what to do B. The only thing I can think of is Doubling up the teams." Faith replied.

"I thought of that too. It would seriously limit our number of teams though, and less rest in between each patrol." Buffy said mulling over the idea.

"Yeah, it would. But unless we can come up with somthin, that's all we have." Faith replied.

"I know." Buffy said quietly.

"Maybe not. Ideas are going to be thrown around at the meeting. Maybe one of those will be better." Willow said.

"I hope so Will. Cause this one.......well it's not a very good idea." Buffy said.

"Yeah. Somehow us patrolling while we're exhausted isn't high on my to do list." Spike quipped before turning serious. "That's how accidents happen." He said tightening his hold on his slayer.

"I agree. There's got to be another way. We're just not seeing it." Zaaron said almost talking to himself.

"Well it better show itself soon. Hell I'll be happy if it jumps up and bites me on the ass." Faith said as she pushed herself off the wall.

Spike, Buffy and Zaaron all chuckled at her comment.

"I don't think that'll happen pet, but I'm sure we'll find a way around this." Spike replied still smirking at Faith.

Faith just smirked back and started for the front door.

"I think I'll join her." Spike said placing a kiss on Buffy temple and moving out from under her.

Spike followed Faith out to the front porch and closed the door behind them.

Faith and Spike sat on the porch smoking in silence. Both their minds too busy to be bothered trying to start a conversation.

When their butts were tossed to the ground, Spike turned to open the door, but was stopped by Faith.

"Spike can I ask you something?" Faith asked hesitently.

Spike nodded and dropped his hand away from the door.

Faith looked uneasy. Her eyes kept darting around.

Spike just looked at her. "Are you going to ask sometime tonight luv?"

"This is totally not the right time, but........." Faith started.

"If it's something you need to know, there's never a right or wrong time." Spike replied.

Faith took a deep breath and let it out slowly. Spike stood watching slightly amused by her actions.

Realization dawned on Spike as he started to smile inwardly. He moved closer and leaned into her slightly.

"It's alright Faith. He's a good man. He would never hurt you. Let yourself fall...............he'll catch you." Spike said quietly as he moved back to the door and went inside, leaving her to her thoughts.

~ ~ ~ ~ ~ * * * * * ~ ~ ~ ~ ~

Five hours later they found themselves sitting around a table quietly having a drink and listening intently to other ideas being tossed around.

Their faces only became more grim as the night went on. So far their idea was the only one that had any chance of working.

Willow was startled when she felt someone tap her shoulder. She turned to see a Veriks bartender beside her.

"Yes." Willow said as she raised her eyebrows in question.

"There's a phone call for you, you can take it at the bar."

"Thank you." Willow said as she got up and went over to the bar.

"Hello." Willow said as she picked up the phone.

"Willow, I just recieved a call from Wesley. He has some good and bad news." Giles said quickly.

"Okay, as always, good first and bad after." Willow replied as she sat down.

Willow listened intently as Giles told her everything he'd been told by Wesley.

"Okay, I'm gonna go talk to Verik privately and we'll tell everyone else when we get home. I'll see you shortly." Willow said as she hung up the phone and immediately pulled Verik aside and gestured towards the back room for privacy.

Buffy, Spike, Faith and Zaaron saw Willow take the call then go to the back room with Verik.

"Is this good or bad?" Faith asked.

"Maybe both." Buffy said.

Zaaron just nodded in agreement.

"Not sure I want to know." Spike said as he clasped Buffys hand. "I'm sure we'll find out soon enough."

They all nodded and continued to watch all the demons around them belting out ideas, quickly being quashed by others.

Willow and Verik exited the room and she made her way back to the table looking at the expectant faces seated around her as she took her seat.

She just nodded acknowleging them and faced Verik.

"Okay, settle down everyone. What we're gonna do for the time being is do a general sweep of Sunnydale. All patrollers, at the same time, together. Start at one end of town and work your way to the other and back. We'll do it this way for a couple days until we can sort things out.

Now, go home, do a quick patrol on your way. Anything that seems too much for your team, avoid it. We don't have the numbers to be heroic right now. That's all." Verik said as he turned back to the bar and started grabbing glasses.

It was a silent walk home. They took out several vampires and demons on their way. But mostly just wondering what Willow knew, and wasn't sharing.

"Are you gonna tell us Red or are we supposed to guess." Spike said patience quickly leaving.

"When we're all together Rupert and I will tell you everything." Was all Willow said.

They all just made the silent journey the rest of the way home without any incidents.

~ ~ ~ ~ ~ * * * * * ~ ~ ~ ~ ~

They were all seated and standing in their previous spots looking expectantly at Giles and Willow. Who were sitting forward on the couch silently.

Spike rolled his eyes. "Well c'mon. Out with it. Stop with the bloody suspense already." Spike said annoyed.

Giles looked to Spike as he started to speak.

"I heard from Wesley tonight. He figured out what Angel meant when he said the Bearst carried his death with him. So he knows how to kill it. But he needs help. He wants Willow and Buffy or Faith to go to L.A. to bring down the Beast..........and to restore Angels soul." Giles said.

"Our team will be weakened by this." Zaaron said.

Faith looked at Buffy and Spike. She could see the unease in Spikes face.

"I'll go with Red." Faith said as she looked at Spike.

"Are you sure?" Buffy asked quietly.

"He helped me, it's my turn to repay the favour." Faith replied.

Buffy never said anything, but she was glad Faith decided to go. Buffy would have gone, but she would rather stay here by Spike and her friends.

This was her town and she wasn't about to leave it the way it was.

"When are you going?" Buffy asked.

"Now is as good a time as any." Willow said rising from the couch.

"Okay, just let me grab some weopons and I'm ready." Faith said as she went to the closet and grabbed a bag.

Buffy and Spike got up and started pulling out weopns and handed them to Faith.

"How long do you think you'll be gone?" Zaaron asked Willow as he galnced back at Faith.

Willow smiled. "Not too long. If everything goes right we'll be back tomorrow night. Maybe sooner." Willow replied.

Twenty minutes later they stood outside as Faith put her bag in the car and Giles stood by the driver door saying his good byes to Willow.

"Faith." Zaaron said as he came to he side.

Faith turned around to face him. "What's up Ronny." Faith said.

Zaaron winced at the nickname as Faith chuckled.

" I don't like the fact you have to go.........where I can't see that you're alright." Zaaron said quietly.

Faith looked at Zaaron as he lowered his eyes fighting for words he wasn't able to say. She looked over to Spike and Buffy. Buffy gave her an encouraging smile. Spike nodded his head and looked at her intently as his word came back to her. "Let yourself fall..............he'll catch you."

The idea terrified the hell out of her, but there was something here she couldn't deny, she didn't want to deny.

Faith moved in slowly and placed a gentle kiss to his lips. She'd never kissed anyone like that before. Before it was always demanding and never had any true feelings behind it. This was definately unchartered waters she was tredding in. She broke the kiss and stepped back slightly.

"We'll talk when I get back." Faith said as she looked at him again then turned and got into the car.

Zaaron stepped back as the car pulled out and drove off.