"I am Illyria."

"I got that." Buffy said. "But Willow and Faith say your name is Fred."

"Winifred Burkle was the name of the shell before I," She hesitated. "Was summoned."

"The girls said they saw you fighting against the demon mob. That's why they took your body before the police got organized. So what are you, good or evil?"

Illyria took a couple of steps towards the wall she was talking to, ignoring Buffy and Faith who stood to one side. The injured foot she dragged made a soft scuffing noise as she tried to use it. "I am not concerned with your concepts of good and evil. They are for lower beings."

"Then why did you fight the demons?" Faith asked.

"I was distraught by the death of my..." she paused for a second considering the proper word. "Guide. I wanted to do violence."

"Who was your guide?"

"Wesley."

Faith sat down hard, missing the sofa and landing with a thump in front of it. She buried he face between her knees but didn't make a sound.

Buffy kept her composure. "And the others, Spike and Angel?"

"I did not witness the fate of the halflings."

"What about Gunn?" Faith asked from between her knees.

"He was injured. I hid him in a building when he could no longer fight. He might yet live."

Buffy motioned to one of the teenage girls who stood near the door. The girl immediately ran out on a new mission.

"What about you?" Buffy asked. "What do we do with you?"

"My army was dispersed eons ago." Illyria stated. "Your warriors have potential. They would be a good start."

Buffy picked up her long red scythe off a table. "No way."

With a wave of her hand, Illyria said. "Just a thought."

Just then the door burst open and Dawn rushed in. "Faith," she said excitedly. "They found Gunn, he's in the hospital and they think he might pull through."

Illyria spun around and looked at Dawn. "Oriens." She turned to Buffy, finally speaking directly to her. "You didn't tell me you had another Ancient with you."

"The subject never came up." Buffy replied through gritted teeth as she glared at Dawn for interrupting.

Holding her head to one side Illyria studied Dawn then shuffled up to her and around her. Dawn stood frozen as the strange woman circled her and Buffy remained a step away holding the scythe at the ready.

"Oriens," Illyria said facing Dawn and looking her in the eyes. "You have adapted well."

"Ah, I had help." Dawn stammered.

"With the loss of my powers and the emotions left over in this shell, I will continue to need a guide." Illyria said. "I would not find it intolerable if it were you."

Dawn looked at Buffy who grimaced. "If you do hurt her in any way..." Buffy warned.

"You would die to protect an Ancient such as Oriens, Claviger the weakest and the strongest?"

"I have and would."

Illyria looked to Dawn questioningly.

With a barely perceptible nod, Dawn confirmed what Buffy just said.

"Then you are worthy." Illyria told Buffy and turned back to Dawn. "It is settled, I will now learn from you."