Authors Note: And here we are, on chapter three! Thanks to all those who read and reviewed! Sorry it took so long for this way over due update.. Well, here it is! Read and enjoy!

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The Turn of the Tide

Chapter 3: Facing the Bad and Ugly.. Part 1

"Fine. Let's play your creepy games."

The flame went out, leaving Cordelia alone in the darkness. She wiped the sweat from her brow, waiting for the inevitable. Suddenly, she was surrounded by flickering torches. These actually allowed light, though not much. Of course the temperature was as hot as ever Cordelia noticed. The white dress she was wearing did not help matters at all.

"So how do you like my dungeon?"

Cordelia surveyed her surroundings. It was a round dungeon with stone floors, stone walls, chains hanging on the walls for prisoners. It looked basically like the average prisoner dungeon you see on the movies.

"Well, it could use a little work. Maybe some pillows, curtains, and some furniture would spruce it up."

"Ah yes, a feminine touch. Yes, that would be nice. But unfortunately you're not here for that."

Cordelia crossed her arms and tapped a foot, indicating she was already bored with the conversation. But the truth of the matter was that she was getting more frightened by the minute. Being out of control of the situation unnerved her, especially since the evil whatever thing was pulling all the strings.

"Alright my dear, listen up. You are in the first of many rooms in my guantlet. You will face physical and mental games that will most likely kill you. So don't dissapoint me by dying too soon."

"Gee. And I thought this would be a ride in the park."

The mysterious voice did not find her sarcasm funny. "The first game is a test of your staking skills. Enjoy Miss Chase." Cordelia opened her mouth to ask a question, but the sound of gears shifting told her that the game has begun. On her right a wall shifted to show a wall of weapons. Well, one type of weapon, a stake. The wall to her left, front and back shifted to reveal three vampires, one chained to each wall.

The hungry and savage growls made her heartbeat quicken, kicking in her adrenaline. Her instincts warred against themselves, one telling her to stay still till the predator passes while the other one said to grab two of the stakes and start dusting some vamps. She smartly ran to the right wall and grabbed two stakes.

The vampires ranged from 5'6, 5'9, and 6'2 in height. All three were male, wearing nothing but jeans and clearly have been beatened, starved and basicaly torchered. Which resulted in three very angry, hungry vampires. Their chains looked as if it wouldn't be enough to keep them at bay.

"Look boys, the freak decided to give us a happy meal on legs." Mr.5'9 said with an evil grin. His blond hair hung to his shoulders, all ruffled and messy. His blue eyes flashed with pleasure at the sight of Cordelia. His hunger very evident for the carnal pleasures he clearly wanted to take from her. Cordy shivered.

The 6'2 vamp was massively built. His muscles bulged from obvious hours of weight lifting, thorn tattoo's covering his forearms and chest. Cordy shivered at the thorny tattoo on his chest. It showed a woman in obvious pain being wrapped with the thorns, her blood was dripping into a bloody pool. She figured he was definitely from LA. All of this went well with his bald but tattooed head.

Mr.6'2 merely growled, showing his vamp face to her. The wildness in his eyes spoke volumes of how far gone he was mentaly. But out of the three, the 5'6 guy was the one to look out for.

His face was still human, and showed complete calmness. His jet black hair was cropped short, giving him an boyish look. His eyes were a deep chocolate brown and hypnotising. They were eyes of an older vampire, maybe Angel's age. Unlike his two fellow vampires, he had endured the tourcher and lack of blood like it was a piece of cake. He was the type Angel always warned her about, the cunning predator who would hunt, catch, tourcher, and break ya before killing you.

"Come on! Don't let the leggy brunette just dust us, Evil Dude! Let us have some fun," whined the blond vampire. The tattoed one growled, yanking on his chains in agreement. But Mr.5'6 did nothing but watch her every move. She shivered despite the heat.

"Gentlemen, meet Cordelia Chase, the ex-seer of the vampire with a soul. You know, the broody one."

"This just keeps getting better and better! We get staked by Angel's sidekick! Please, slay me now."

As if in a answer to the blonds request, his chains suddenly opened. He fell forward, surprised at being released of his bonds. He rubbed his raw wrists, enjoying the freedom. Cordelia gripped her stakes, getting into the defensive position.

"Well, guess I get first pickings," the young fledgling said while his facial features slipped into their true form. His yellow eyes shown with lust and hunger, his muscles flexing as he started to move. Both human and vampire circled around the room, each waiting for the first move. The young vampire grew tired of this and decided to get the game on.

He lunged forward, his face grinning with evil glee. But instead of grabbing that delicious body, he instead was met with a foot in the gut, then being pistol whipped by the stake. He fell to one knee in surprise, then was met with a high heel show across the face. He fell back on his back, blood dripping from the corner of his mouth. Cordelia didn't waste time as she brought the stake down, but the young vamp was ready this time. He grabbed the stake and twisted it from her right hand.

He then pushed her off and quickly got back on his feet. The humor was gone from his eyes, replaced with anger and embarrassment. "Nobody, especially a human woman gets the upper hand with me!"

"Yeah. Yeah. Less talking and more fighting!"

The vampire roared and charged again, this time with a stake in hand. Cordelia waited till he grabbed her. Well, attempted to grab her. She quickly pushed the stake hand away while grabbing his other arm. Then she leaned backwards and flipped him over. Courtesy of Angel's training. He sailed back and hit the stone wall filled with stakes. To bad the pointy ends didn't dust him.

The stake rolled away from his hand, Cordelia was there to scoop it up. The vampire quickly got back to his feet and charged her in a rage. This was his undoing. She dodged his attack and stacked him from behind. His face was of confusion as he turned to dust.

"Alright, who's next."

The answer was of Mr.6'2 chains being released. Oh crap.

A

"Are you going to tell me what was in the vision," Illyria asked nonchalantly. Angel didn't answer at first as he swerved and barely missed another pedestrian.

"The vision showed Spike and some woman in trouble."

Illyria sighed, which irritated her since it was very human like. But she couldn't help it since the souled one was very vague. He was always like that. "And what trouble would the blond one be in now?"

Angel took the right turn a little to fast, good thing his vamp reflexes were still sharp. And it was also a blessing that his Plymoth was still in good condition. Although maybe he should have called Draco for a lift, there's nothing compared to avoiding accidents when your flying. "I'm not sure. He's at a old apartment complex... yet he's in some sort of dungeon."

"Dungeon?"

It was Angel's turn to sigh. "I know it sounds crazy, but he's in some sort of dungeon or prison cell, then he's in a cave or other and... well.. I don't know. I just know that some evil force has him there and it's going to turn him evil.. Well, back to his soulless, none to bright self self. Not much change if you ask me. As for the girl, I couldn't get a clear picture of her, I just know that she's facing some demons alone."

Illyria said nothing, just sat there in deep thought.

A

Spike blinked, not sure if what he was seeing was correct. He was standing in a small prison cell, but not just any prison cell. He was in a average, human made prison cell. This was not what he expected. There was a bunk in the corner, a sink and toilet next to the bunk and a poster of a blond in a tiny bikini. He couldn't help but stare a little longer on the poster. She looked like some chick he killed in the 80's, a tasty one at that. But she did have an annoying voice, reminded him of his mum.

Spike shudered and felt a teeny, weeny pinch of guilt, then it was over. Hey, what can he say? After spending a month or two crying and going crazy over the guilt of killing so many innocent victims, he had sucked it up and forgiven himself... slightly. Okay, he still is haunted but...

"Well Spike, how do you like my prison cell?"

Spike rubbed his chin as if in deep thought. "I give it a five out of ten. Do I get a hint of where I am?"

"Where are my manners! This is a very special place where horrible things have happened. Can you feel the evil oozing in this place?"

Spike shuddered with disgust and a twinge of pleasure. Yeah, he could feel it alright. He could smell it even, the fear, the dried blood. This place reeked of evil, a place that would get any vampire in a blood frenzy.

"Ah yes. Let the air fill your demonic senses. It's a nice breath of fresh evil air!"

"If you don't mind, mate, I'd like to get on with your bloody games. I'm starting to get bored."

The being chuckled, then continued with the his description of the game. "Alright, let's get on with it. This is a prison cell."

Spike rolled his eyes while responding. "Naaaaw. And I thought it was my old room back home in England." The being ignored him, noting how the brunette and the vampire were just alike in the sarcastic department. "This is the first of many games to come. You will be tested of your strength, spirit, and mental capacity. This is the first game of wits... and of course the usual show of strength. So, let the games begin!"

Spike rolled his neck, getting the kinks out. After hearing the instructions, he felt like he was getting the short end of the stick. He was just glad that the beg poof wasn't there to see him in this new predicament. That would be embarrassing.

"Okay, think Spike old boy. Think of all the prison movies you have ever seen. Course they weren't in a supernatural prison... Yeah, this won't be so hard."

Spike tried bending the bars, but surprisingly nothing happened. Okay, it wasn't that surprising, after all he wasn't bloody Superman. So that leaves out the front door. Then there must be some secret passage or loose brick...

"Hey, psst! Blondie!"

Spike stopped and looked behind him. Nobody there. "Over here you idiot!" Spike turned his head slowly and stared at the empty cell across from him. He slowly sauntered over to the bars and leaned against them, giving his most imitating stare. He sniffed the air, catching a whiff of something non-human.

"You know mate, you should stop hiding. I'm not going to bite you for that idiot comment... to much."

"What? What do you mean hiding! Oh, I'm still.. Heh! Sorry about that. Hold on for just a second," the voice said with a hint of embarrassment. The air seemed to ripple slightly as the demon came into focus. Then, it stopped. Spike intensely studied the creature. The demon was about 5'3 tall, had a lean but slightly muscular build, and a purple tent to his skin. His build was that of a human sort, giving him a less scary look. His face was a little different though.

His face was more like a cat's, except without the fur and whiskers. His canines poked out and rested on his bottom lip, making him look frisky yet cute somehow. His eyes were a bright green and shaped like a does eyes, making any girl jealous over those perfect eyes.

His ears were slightly pointed, poking out in a elvish fashion. Spike could just here the oohs and awws of women over this little creature. That is if they could get over it's being a demon. As for hair, he had hair like a human, except the color was a deep crimson red. It was cut short and styled in a good boy manner. All in all, Spike didn't trust him.

"Sorry for that. I've been blending in my surroundings for so long in this place that I forgot to show myself before speaking."

"Right."

The creature shifted nervously under Spike's stare. Spike slightly smiled at his nervousness. It felt good that his stare could still send chills down the backs of those who didn't know him very well.

"I saw that you just came in. I thought I should introduce myself before.. well... you know.. before you die. My name's pip! I'm a changeling demon."

Spike listened as the demon babbled on and on and on. He jumped from subject to subject like his sire always did. Except with her it was slower speaking and you could get a word in edge wise. After trying several times to get the oblivious demon's attention, he decided to just try and be his natural self.

"SHUT UP!"

The demon jumped and immediately went back to blending in. Spike cursed though he wasn't sorry for what he did. The demon actually was getting under his skin more than Harmony, and that was saying a lot.

"Listen, I didn't mean to scare you, Pip. I just want to know what you meant by the whole dying mess."

Pip slowly revealed himself, though his eyes showed their weariness. Spike relaxed his muscles and gave a expecting look. "Sorry about the babbling. We Changelings have two bad habits. One of them is babbling non stop. Like my Uncle Gin always said before he- I'm babbling again. Okay, your question. Well, the fact that you are going to die is a very known fact."

"What do you mean known fact!"

Pip shifted and studied the floor, looking like a child who just got caught doing something very naughty. His voice came out as a soft whisper. "Every time someone is brought down here, they die. It's all part of the thing's fun. He likes to watch you fight. Watch you struggle and then... die."

Spike didn't seem fazed by this, in fact it seemed rather old school. You capture the victim, bring them to your dwelling place then literally let them think there is a way of escape. Then when their dying, it makes their death all the sweeter.

"Tell me something useful, such as how long you've been in here?"

The demon raised it's eyes and seemed to brightened up a little. "One month." Spike looked over the little pip squeak, not entirely sure if he should buy it.

"I know what your thinking! How a shorty like me can survive down here. Well, I may be small and not that strong, but I have brains. And I can blend in so it's pretty easy forgetting that I'm still here. Plus I'm not much of a threat so I think it doesn't see me as much of a amusing warrior."

"He only takes warriors?"

The purple demon shook his head. "No, not exactly. Don't get me wrong, he likes warriors. The good ones and the bad. It's more about their strength, physically and emotionally. Me, well, I admit I'm a coward. That's why I think I've been spared," Pip said. The last part came out with distain. Spike saw the wistfullnes in Pip's eyes, almost like he wished to be put through the evil freak's tests. Spike might be able to use that to his advantage.

"Listen mate, is there a way out of here?"

Pip's eyes lit up with excitement, causing a green glow to eliminate his facial features. It made him look some what sinister. He pressed his body against the bars as he spoke softly, barely above a whisper. Spike's vampire hearing came in handy.

"Yeah, there's a way. It's something I personally have worked on for my entire stay here. You see, I've been tunneling from cell to cell, making it so when the guys get taken to the ring, I can get their belongings that is left behind. But that's not the point. The point is that I can come get you and we can get to the caves together. But you have to promise me one thing."

Spike swallowed and gave a curt nod. Pip continued. "You have to take me with you. I don't care where you go or why you are here, I just want to get out and go home. Besides, you don't know your way around here, I do. I'll be the guide while you be the muscle. Is it a deal?"

Spike wasn't so sure about the offer. He remembered that longing look in his eyes, the wanting to face danger and death. The kid might get in the way and get himself killed. But what other choice was there?

"It's a deal."

A

Angel grabbed Gunn's old battle axe, some stakes, a razor edge knife that he slipped in his boot, and bottle of holy water. Meanwhile, Illyria was busily grabbing the box of herbs and other supplies needed for exorcism. Angel had decided at the last minute to go by the underground herbal shop that a witch and her husband still ran. Her business was booming due to the lack of competition thanks to the war going on.

Angel closed the trunk an noticed the angry look in Illyria's eyes. If she still had her powers Angel might have considered her a threat, but now she was more of a disgruntled employee.

"Why must I carry these foul smelling herbs!"

The corner of Angel's mouth barely went up at the demoness's unusual outburst. "Because I'm going to distract whatever is in there while you chant the different spells."

"This is not a wise plan, Angel. This creature seems different than your average demon. Your plan to use these common spells seems rash and most idiotic. Some of these spells actually empower different demons, making them more deadly. You have to be cautious when-"

"And that's why you're doing the spells. You have all that knowledge of Fred's, plus your own experience."

"Fred had limited experiance and it's been a-"

"Illyria, the more we argue about this will lesson Spike and that woman's survival,"said Angel as he passed Illyria. The demoness shut her eyes and held her anger back. No human or vampire has ever ordered her around like a common flee bitten dog!

"Are you coming or am I going to have to kill this thing myself?"

Illyria quickly turned and followed the confident vampire into the building. If she had her powers still, she would have turned Angel into dust by just looking at him.

A

Cordelia cursed the PTB as her back hit the wall. As the large vampire charged her again to finish her off, she couldn't help but curse the PTB for not telling her how to use her powers for defending herself. It's not like she would go evil... again. Well, last time didn't count since her body was being controlled by the sleazy Jasmine.

Cordy quickly moved out of the way and threw her stake at the large vamp. He easily dodged it since it was aimed at his forehead. Cordelia gave a nervous laugh as the monster growled deep in his chest. So much for her hours of training with Angel.

"Listen, can't we talk about this? I mean, I know you're hungry. So am I, but shouldn't we band together and fight this thing that has us fighting for it's enjoyment?"

Mr.6'2 stopped and stared at her throat. Cordy unconsciously put one hand around her throat while the other took out her last stake.

"Brutas hungry... Brutas wants blood now!"

"No, wait Brutas. CRAP!"

Cordelia ran, but it was no use. The vampire grabbed her from behind and lowered his head to her neck. He sniffed her scent in deeply, savoring her closed her eyes and tried to think of a plan or anything. But deep down she knew that this was it, her second and final time dying.

No, not again.

Cordy forced her body to relax, causing her attacker's hold on her to loosen. She quickly folded her arms inward till she looked like she was trying to do the chicken dance. She then pushed up, pushing the surprised vampire's arms up. She then twirled around and staked the brute right into the heart. His angry glare turned to ash as did the rest of his body. She coughed as the vampire's ash floated up in her eyes and mouth.

"(Cough) Ew! (Cough) I got dead guy in my mouth!"

The sound of the third and final vampire stopped Cordelia from dusting herself off. She slowly lifted her gave at the smallest of the three. The one that seemed older than the rest.

"You're not like the other two." The vampire didn't say a word at Cordelia;s comment. He just simply stared... without blinking. Veeeeery unnerving.

"So... You wouldn't consider to just let me stake you and.. No? Heh. Well, umm... Listen, why don't we team up and get out of here. I'm sure that together we could.. Okay, stay right there! I know how to use this," Cordelia babbled as she waved her stake around in the air. The vampire cocked his head and finally gave a facial expression. A smile. An evil smile. An Angelus smile. Did she mention that it really sucked being her?

"You are a passionate woman. Angelus always liked the passionate, some what insane brunettes,"Mr.5'6 said with an Romanian accent. His voice was smooth and like fine silk, very much like her ball gown she wore at the ballet.

"Wh-Wh-What is it with you vampires comparing me with Ms.Insane of the Century! I have you know- wait. You knew Angelus?"

The vampire took another step forward, causing Cordelia to step back. He smiled again, enjoying her fear and alertness. Good. He never liked the ones who just cowered in fear.

"Yes. Once upon a time. We met in London while he and Darla sweeped around Europe. We didn't exactly see eye to eye after he caught Darla and I in a awkward moment."

Cordy scruntched up her nose at the mention of Darla, but she said nothing. He continued. "As you can see we didn't get along after that. It got worse when I met Drusilla. Now there is a vampire that is not like any other. That's why it doesn't surprise me that he had you in his company."

Cordelia snorted. The vampire raised an eyebrow and began to slowly stalk her. Cordelia kept her guard up. "Hmm. Thought so. You and the big oaf never consummated your seer/champion relationship. It figures that Angelus didn't know what he had. He was a bit dense in the relationship department. Unlike him, I'm partial to a brunette for dinner once in awhile."

"His name is Angel."

With that said the game of cat and mouse began. The vampire would chase her then stop, toying with her emotions. He would say cruel things about what he heard about the wolf/vampire relationship Angel had with Nina. How Angel was satisfied by this young blond and how he had forgotten about her. Cordelia knew that Angel would never forget her, yet the insecure part of her clenched with hurt and turmoil over the manpire she loved.

With the emotional stress and the intense heat combined, Cordelia's strength left her body rapidly till she finaly collapsed to her knees. The vampire slowly took the stake from her grasp and flung it across the room.

"I thought I would get more out of you, but I guess I was wrong. What a pity." He quickly grabbed her and hauled her to her feet.

"You are a beauty, I grant you that. If we were in normal circamstances, I think I would turn you. But I think this evil thing would not let me go if I would do that. You see, your death is my ticket out of here."

His face morphed with ease, his yellow eyes shining with hunger.He slowly bent his head till his mouth was next to her ear. "The being was right about you, you really are pathetic."

Cordelia snapped her head up, rage shining from her eyes. All the pain and turmoil began to rush to the surface. Her body began to quake while her eyes began to shine. The vampire quickly let go, his face puzzled and wary. Fear replaced the puzzlement as his skin began to burn. He looked down and saw his hands turning red. Then flames burst through out his body, causing him to scream in agony. As the light from her eyes shined brighter, the more intense the flames became.

Then as just as quickly the power came, it went out. This left the brunette drained and exausted. As for the vampire, he quickly burned to dust, leaving a burnt skin smell in the air.

For a moment, Cordelia just layed down on the ground, panting heavily. Sweat made a trail down her soft cheeks and down her neck. Her mouth was dry as if she hasn't drank for days, her muscles ached with fatigue.

Now she knew why the PTB told her to be careful when using her powers. Her mind made the connection that her emotions and these powers are somehow related. She would have to be more careful for now on. For all she knew she would be the next Carrie!

"Well done. You have passed the first level of my game. Now, you must complete the next one."

Cordy licked her very dry lips, trying to moisturise them before speaking. "Give me... Five minutes."

The disembodied voice was silent. She waited for it's answer, dreading what it might be. "You have two."

Cordy groaned and rolled over on her back. "Why thank you for your obvious generosity," Cordelia said with the usual sarcasm.

A

"This is it."

Illyria merely glanced at the door with boredom. She came to the conclusion that any demon or ghost that used an apartment for it's evil practices was really not worth the trouble. If it wasn't for the blond vampire she wouldn't have been there, carrying the supplies.

"You ready?" Illyria chose to keep silent, her anger still very fresh. Angel took her silence as a green light and opened the door. As with the other two, the whole apartment was in a eternal darkness thing. No light penetrated it or cast any shadow. It was just darkness that held an unmentionable evil.

"Here goes nothing."

Angel entered, his whole being ready for a battle. As he sniffed the air trying to pick up the scent, Illyria still waited by the door. Something about this seemed eerily familiar. The darkness, the evil literally filling every inch of the room. It made her want to raise her fists and call her armies back to their evil demony life so they could conquer the world. In fact, it almost made her believe that she could. That was why she did not enter. She new this evil, but from where?

"Hey peaches, over here," Spike's voice spoke out from what would be the kitchen area. Angel didn' move. Something wasn't right. "You're not Spike."

Silence. "Then come know me better vampire."

"Illyria.. You know what to do." Angel gripped the battle axe tighter as he began his journey into the darkness. Illyria began to walk in, but the door slammed in her face. She wasn't all that surprised. This creature craved Angel, wanted him.

"Welcome Angel. You're a little early, but that doesn't have to change anything."

"What do you want?"

A flame burst in the middle of the kitchen table. Angel stepped back, his body tense for what would happen next.

"Why, I want to play a game."

A

Spike growled as the demon's tail slapped him in the face yet again. They've been crawling in the dirt tunnel for what seemed ages now, and Spike was not the one leading. As the furry tail slapped him in the face yet again, Spike grabbed it and yanked. The demon howled as he came to a stop.

"What was that for?"

"Your bloody tail keeps slapping me around! If you don't tuck it in or do something about it, I'll just have to take matters into my own hands and rip it off!"

"Hey, no need to get grumpy! Just give me a second." The demon reached behind him and began the process of tucking the tail out of sight. Spike tapped his fingers with impatience, trying to think of other things to do besides dismembering the little Changeling body parts one by one.

"There had to be a easier way of escaping," Spike growled out.

"Actually no. Believe me I tried. This is the only way of getting far enough where we won't be caught... I think."

Spike suddenly sneezed. The demon shifted and began moving again. "Bless you."

"Thanks. You know, this reminds me of that movie... What was it called?... 'The Great Escape' with Paul Newman."

The demon squealed with glee, causing the vampire to wince. "That's where I got my idea of escaping from! With the soldiers tunneling and tunneling then escaping so D-day could be a success and-"

Spike closed his eyes and counted to ten, trying to keep those killer instincts at bay. The constant chattering was not helping!

"And then they- hey! Shhh! Here we are!"

Spike almost shouted with relief as Pip slowly led him out into fresh- well not fresh air. But air all the same. They were in what looked like some caves of sorts. Except without the moister. It was a dry heat that filled the air.

"Here we are. Now listen up, friend. Up ahead is several twists and turns. I'll need you to be absolutely quiet so I can concentrate. So no more chattering, alright?" Spike gave a murderous look at the small purple demon, who seemed to not notice.

"Good. Now off we go!"

"I may was an evil bast--d in my day, but I couldn't have done anything that was horrible enough to be stuck with him," Spike muttered while glaring up.

A

After resting for the time aloud her, Cordy decided it was time to get up. As she did, doors appeared suddenly in front of her. She sighed as she slowly opened the double doors. She saw some torches lit in a long stone hall. The sound of groans and moans met her along with the hot air.

She slowly left the room and began her quest into the next part of the dungeon. How she wished that this was all a nightmare. That she was home, about to wake up to got the work and see her family. But it only lasted a second. Wishful thinking was not one of her traits. Seeing things as they were and making due with what she had was more her style.

As she slowly walked, her shoes kept snagging into the cracks along the floor.

It got to a point where it became a hindrance. So, with reluctance she took off the fancy shoes and proceeded barefoot. She forced herself not to dwell that her feet would possibly be black from all the dirt and grime on the floor.

"Please, help us!"

Cordy jumped as skinny arms of both human and demon reached out of the bars. Clearly the beings were starved and beaten daily. Pity and fear were top emotions at the moment.

"I'm s-s-sorry! I'll try."

As she passed, the prisoners began to get rowdy and angry. She had one close call with a tentacle that tried to grab the hem of her dress. While struggling, she tore her dress in the process. She ran at that point, dodging the hands that tried to grab her.

When she reached the first corner, she stopped to breath. Her limbs shook with fatigue and her pants for air came faster and faster. She was starting to have panic attack. She leaned against the wall and tried to get her breathing under control. She tried meditating and picturing herself at a different place. But nothing worked.

"Don't tell me you give up already? I was hoping for a show but I sappose that's what you get for using a wanna-be actress for entertainment."

"Well, I'm a bit... winded. If... you... would have-"

"Oh do be quiet. A chattering woman is so unbecoming. Besides, I need to explain the next test. It's a personal favorite of ,mine ."

Cordy didn't bother arguing. She just wanted to save Spike and then go take a shower. A very long shower. Then sleep.

"Now, this test is basic and a bit cliche with of course a twist. Solve the Labyrinth and avoid traps blah, blah. Remember, nothing is as it seems."

"Did you rip off that Jim Henson movie, Labyrinth?"

"Oh please! It's more the other way around. But let's just say that I got my revenge a long time ago."

Cordelia didn't bother asking what he meant by that. Instead she looked down the next hall of butchered souls. She wandered if it had fake walls like the movie... She shivered at the thought. That meant risking being torn apart by the pour souls in the cages.

She looked down at her garments, seeing what remained of her dress. Not much coverage left for her legs. She began to wish Angel had dressed her in a a stylish pant suit instead.

"Okay, it's now or never."

A

"No. I like my plan better where I come in and kill you and save the idiot and the girl."

"You're not in any position to state your terms, Angel."

"Really? Because I really don't give a damn! I face countless demons every day. In fact, most of my undead life. And you know what I learned from those experiences?"

Angel slowly took out a small pouch from his right pocket. The being only laughed at Angel's bravado act. "Oh do tell me vampire. I'm all ears!"

"I learned that your type talks to much!"

Angel then threw the pack in the fire while chanting a spell in Latin. The apartment shook while the sound of banshee screams were heard in a proximity of ten miles of the apartment. All the glass and windows broke in the apartment building, sending shards of glass every where.

When the screaming stopped, Angel was laying on the ground, covering his bloody ears. "Okay, didn't expect that loud of a response."

"Oh, I'm not done yet, soul boy! You shouldn't have done that. Did you really think binding me to this apartment for eternity will help you? You're stupider than I imagined you were."

Angel's body was flung up, his back plastered to the ceiling. His dead unbeating heart felt like it was being squeezed. He opened his mouth but no screams came out, only blood.

"You know, I'm usually a chipper fellow. I enjoy giving my poor souls a chance to fight and go through some tests. But frankly, you just pi--ed me off with your little magic trick. Now, I think a lesson is in order."

Despite his pain, Angel felt calm. If the demon would have payed attention earlier, he would have caught something amiss with the little magic powder Angel used.

"Now, where should we start. How about holy water? Yes, some holy water would do nicely."

A

"Ugh! Pip! Did you do that mate?"

"No, if I did, your skin would have peeled off from the air born acid."

Spike shuddered as they passed through another cave. "Then what's that smell?"

"It's demon rats feces. They like these types of places, it's dark and void of light."

They continued in silence again, with Pip in the lead. Then, Pip stopped as they rounded yet another low corner. He covered Spike's mouth, hissing in his ear. "Shh! We're here. The test of wits bravery. Follow me, this way."

Pip croached and slowly approached the large cave, the bright mystical light gave enough light for Spike to see the room clearly. Pip, who was croached and for some reason humming the Mission Impossible tune, seemed excited about what was to come . Spike, who sensed no demonic presence besides him and the small demon, decided to just walk on without the strange Changeling.

"Hey! I said follow me, Spike," Pip whined.

"He'ssssss made itsssssssss," hissed a unknown voice.

"Yessssss, how unfortunates for himsssssss," cackled another.

"If you're going to insult a mate, come out and face him. That is, if you have the spine for it."

Laughter bounced off the cave's walls as a simes twin, two headed, twenty foot demonic snakes appeared. They shared one body all the way up to thirteen feet, that's where they split into a two headed monstrosity. Their body was black as coal and just as hard. The body was two feet thick, making any snake hunter drool for such a prize. Of course that would be if they were a normal snake.

Spike stood still, quenching down the urge to back away as the snakes slowly slithered around his feet. They seemed to enjoy his rigidness as they slowly raised their body up so they could talk to him at eye level. Which left Spike the unpleasantness of smelling their foul breath. The left head spoke first, it's orange eyes twinkling with mischief.

"You must be very brave to come here."

"Or very stupid," said the right head who's eyes had a more calm and sinister look, especially since they were yellow.

"Are you going to show me the test, or am I going to have to get violent."

"Oooo! We got ourselvessssssssss a live one, darling."

"More like the undead, deary, he'ssssss the vampire we were told of."

"Yessssss, one of the vampires with a ssssoul.. You have to forgive ussss but we don't get company very often. And when we do-"

"They rarely ssssurvive. Such a pity," the orange eyed one said with fake sadness.

"Since you and every thing here seems to know about me, mind if I skip the mundane monologue and get to the good stuff."

The snakes broke into a fit of laughter which sounded like a tire losing pressure. Spike glared at the demons, not happy with not being taken seriously. Soul or no soul, he was ready to paint the walls red... or green, depends on the demon's blood.

"Shall we start the challenge of wits and bravery, my ssssssweet?"

"Oh yessssssssss," the orange eyed one said with glee. It's eyes sparkled with evil anticipation as it grinned with a predatory stare.

Then they lunged forward, fangs bared. Spike quickly reacted and banged their large heads together, stunning the two.

"Pip, time to see what you're made of!... Pip?"

Spike cursed when he saw nothing, though he could sense the little coward nearby. But he didn't have time to hunt for the demon since at the moment his own health was at stake.

"Sssstay still, precioussss! It'll only hurt for a moment."

The demons snapped at his feet, taking their time. They would dart in and back, laughing as they played their cat and mouse game with the vampire. But Spike didn't give in or give up as he dodged and landed a few punches, though it really didn't bother the,m. Their tough hide absorbed the bone crunching blows, causing Spike to start to lose his temper.

"How I do love vampires endurance!"

"Yesssss, I agree. Not bad for a dead human body, though his strength is lacking in a big way."

Spike roared as he grabbed a large rock nearby and hurled it at the yellow eyed one who made the snide comment. The snake unfortunately wasn't fast enough to dodge the rock as it took the full force of Spike's aim. It fell limp, dazed and hurting from the blow. The twin hissed in anger as it tried to go for Spike, but it's brother's limp body was a obstacle he couldn't conquer.

"Well, guess having two heads isn't better than one."

The snake ignored Spike as it lowered it's head down to it's twin. The snake then attacked and began eating it's twin.

"That's.. new."

"Oh Spike, you're so screwed. And I don't mean in the man with a woman sense," Pip said in his high pitched voice.

Spike didn't like the sound of that, nor the sound of the snake... eating itself. When it reached where their body became one, the snake stopped and proceeded to bite off the last bit of his brother's body. Orange blood sprayed the floor from the wound, but the snake paid no mind to the serious injury it inflicted upon itself.

When it was done, the snake turned it's gaze on Spike. It's size nearly doubled from it's large meal. Spike waited for it to make its move. It smiled before hissing in pain. Its forked tongue hung out like a dog's as it began to gag. Spike grimaced and felt ill just by watching.

As the Snake began to literally regurgitate its twin, Spike decided that he had enough of the show. He grabbed a stone and sped towards the snake. He then jumped on its back and began to bash it in the head. But it seemed to only anger the snake than really bother it.

When the snake finished vomiting its brother, it let out a scream of anger as Spike continued to bash it over and over. Then in a astonishing five seconds the unconscious twin snake grew out its eaten body to twenty feet. It raised its slimy body and winked at Spike with it's sickly yellow eye.

"You've got to be kidding me!"

"No vampire, we're not. Things are just getting sssssstarted!"

A

Illyria counted mentally as the minutes went by. The particular spell Angel used was a knock off of a binding spell, with a twist. The original type of spell is meant to keep all demons in and to keep demons out. It's like a prison cell with no escape or parole. So if your a demon, you're bound there for eternity while your demony friends is kept out from helping you.

Now in Angel's spell, he made some changes. A little trick he learned from Wesley's old books. Of course it warned against doing such a thing as adding some changes since things could go wrong... Seriously wrong. Such as opening a new hellmouth for instance.

You see, this spell is sapposed to not only bind every demon being in there, but also to release captives. Which could release Spike and the girl or freeing spirits and evil incarnate from hell. So you can see why Illyria thought Angel has gone off his rocker.

That's why our dangerous, reluctant demoness is counting the minutes. In this spell time frame, it'll take at least five to ten minutes for the second half of the spell to kick in.

"Ten minutes.. I sappose I should go in and assist the vampire. Though I should let him rot in whichever hell he's got himself into now."

But that idea was quickly banished since he was Wesley's friend and he did take her in. (She would never admit that she was grateful for that, to him or herself.)

She put the box of herbs down and touched the door tenderly. No intense fire like pain came, telling her that the spells shield was down for her. She then grabbed the box and kicked the door open. She ran in without hesitating, not wanting the same reaction from the being like last time. Having a door slammed in one's face was rude and annoying.

It was of course pitch black and the air stank of evil. It reminded her of the olden days when her and her kind plagued the human pestilence. She had ruled them with an iron fist, and her splendor-

Illyria stopped when feeling some spirits passing through her and out the door. She frowned, knowing that the spell was working some what in freeing those who are bound. But what about Spike?

Illyria stopped and listened. She could hear Angel crying out in pain, yet it sounded like he was far away in a tunnel. Which was impossible, but then again this was the home of some strong evil force.

She slowly walked into the living room, at least she thought it was. She couldn't see a thing in the impenetrable darkness. But she did sense something or someone nearby.

"GO AWAY OLD ONE!! OR YOU SHALL SUFFER THE SAME FATE AS YOUR COMPANIONS! Wait, how did you get in here? My will should have kept you out."

"You will find out soon enough. Now, release the vampires and the human woman and maybe you will receive the mercy of a quick death."

Laughter echoed around her, mocking her for her bad negotiation skills. Illyria simply nodded and sat down on the hardwood floor. She sat the box down gently and began to feel around for the bottles of ingredients. She had memorised where each ingredients was with her photographic memory. It wasn't hard to gather the herbs and entrails needed for the spell she decided to use.

"Here, let me give you a light."

Just as the others saw before going into hell, Illyria saw the flame. It gave little light for her, but it didn't matter. She had everything in place. She began to chant and speak the spell first in Latin, then in Greek. The evil being seemed to find this amusing.

"I would have expected more from you Illyria than cheap magic tricks. Sadly, I must follow through with my threat and drag you down to your doom."

Illyria ignored him and concentrated on the words of the spell. Pain flooded her being as the demonic force began to take her to one of its sick tests. But he was stopped when three humans and two Skilosh demons suddenly appeared in the living room. They had chains attached to their ankles. They looked half starved and extremely dirty.

"We're free? We're free!!"

The pack didn't waste any more time as they ran out of the apartment, screaming with delight. The evil being howled in rage as it saw more of his victims appearing in the apartment and fleeing.

"What did you do?!"

The demoness ignored him and began to chant earnestly. The demon began to shake the entire apartment building with his anger, trying to put fear in the demoness.

But this only scared what remained of the occupants downstairs. They quickly left, deciding to finally leave the cursed place.

"It's not her you idiot," rasped Angel from his uncomfortable position on the ceiling. The bing didn't speak at first. Then his menacing voice hissed at the champ.

"It was you... What did you do?... No, this isn't happening! Do you realise what you have done!!

A

Cordy's lungs felt like they were ready to cave in. It felt like she been in the maze for hours and hours. Every time she found a secret pathway, everything changed and seemed to go no where. And the howls of agony from the prisoners made her want to fall down and curl up in a tight ball and cry. It was hell for her to not be able to help.

"Please, I don't know how to help you. I'm sorry!"

But nothing she said appeased the trapped souls. It was almost too much for her to bare. The only thing that kept her going was her mission from the PTB. She had to live, millions of lives literally depended on her survival. Talk about pressure.

As she rounded another corner to find yet another dead end, Cordelia sat down to take a break. Her breathing was labored, her body shaky from running. Her mind felt like it was going to go into a major melt down when she heard a wheezing voice.

"Don't give up young one. His power is weakening."

Cordelia turned her head to look into the cell beside her. She saw a dirty old man, his hair grown long as well as his beard. His arms were thin as sticks and his clothes hung loosely from his small frame. Though his appearance gave him a wild look, his eyes seemed gentle and kind.

"Excuse me?"

The old man leaned forward till his face pressed against the bars. His light blue eyes sparkled with excitement as he explained himself.

"Something has happened, I can feel it. He's losing his hold on his victims. Soon, we'll all be free!"

"Really?!," Cordelia said with hope filled eyes. "Are you sure? Wait, why should I trust you? You could be lying and just trying to send me to a horrible yucky death."

The elderly man chuckled. "Missy, you really should never trust a Druid. Especially the order of the of the Red Rose. We're unpredictable."

Cordelia gave a fake smile and stood up, looking wary. "You know, you're not inspiring trust right now."

The old man sighed sadly. "I'm just being truthful. Now, you should leave this place immediately."

"But you said-"

"I know what I said. And you really shouldn't be around when these poor wretched souls and demons are released. A beautiful lady such as yourself would not be safe here."

Cordelia didn't think of that. "I suppose you know the way out of here."

"As a matter of fact I do. I can see it, though the path is hidden."

"Really? Then why are you still here? A big fancy Druid such as yourself could surly get out with his dark magic."

The kindness in the man's eyes vanished as a dark look crossed his withered features. "Do not use sarcasm with me, Cordelia Chase. Yes, I know who you are. Every Druid knows about the vampire with a soul and his seer. If you must know about my predicament, then you obviously are not concerned about your own safety!"

The Druid paused, taking a deep breath to calm his hot temper. "I'm sorry. I understand why you question me. When I came across this vile demon or should I say demons, I was over powered. The evil being stripped me of my power when it put me in this hell hole. But now, I'm feeling my power returning slowly which could only mean that it's losing its hold on this place."

The sound of cell doors creaking open showed the two that they were running out of time. The old Druid stood up and began to speak earnestly. "The dead end is only an illusion. Walk straight through it and keep going straight till you reach an empty cell. That is a another illusion. Go through that and you'll find yourself in the next dungeon. Hopefully his power will have been weakened enough that you will be back home instead. Good luck."

A

Spike couldn't help but enjoy himself. Fighting the giant snakes with his bare hands was exhilarating. Just relying on the raw rage of his demon made the blood lust run ramp-id. Though he wouldn't mind a sword or a bazooka. Definitely a bazooka.

"Thisss one issn't as weak assss we inticipated, dearest," the yellow eyed snake hissed. Its twin gave it a dirty look.

"Really? And I thought the beating we have per took of wasssss just ssssome love tapssss!"

Spike smirked as he leaped up on the orange eyed one. His demonic face gleamed with hunger as he crawled up its body till he reached the head.

"They didn't call me William the bloody for nothing," Spike said before digging his hands in the slimy eyeballs. The demon howled in agony as Spike began tearing and destroying its eye sight to pieces.

"I thought they called you that for your horrible poetry," Pip asked as he suddenly appeared in front of Spike and the withering snake.

"Pip, what are you- Look out!"

Pip looked behind him and gave the approaching yellow eyed snake a smile. He seemed perfectly at ease with the snake. Spike growled as Pip gave the snake a pat. Then the purple demon turned his attention on Spike, a sneer was on his face.

"Enough! It's between me and the vampire. Time to complete my test set by the Keeper."

Spike jumped off the blind snake and slowly stalked forward. "I knew there was something evil about you."

"It was the Klo-Klu-Chi demon look, right? I was trying to go for the cute and innocent look. Most people feel more comfortable with the weak looking demons... Heh, fooled ya, didn't I?"

"I see that the chatty part wasn't acting," Spike said while running his tongue over his fangs. This was an old vampire habit that most beings found disturbing and scary. But it didn't phase the Changeling one bit.

"Hey, I didn't lie about everything."

With that said, the demon jumped in the air and attacked Spike. Spike waited till the last moment before he turned and kicked the demon in the gut. Pip went sailing across the room and landed on his back hard.

The demon quickly jumped back up and grinned. His fangs gleaming wickedly. Suddenly, he began to grow taller and his thin arms began to bulge with muscle. His smooth skin began to grow blue scales as his legs multiplied to four. His face morphed into a cross between a fish and a triceratops.

"With completing my mission, I'll be put among the top ranks of the army of death. And it's all thanks to you Spike!"

Pip then charged, his horns down to skewer the vampire. Spike dodged him, though it was only a matter of seconds before the demon whipped around and began swinging. One of his blows broke the vampires nose and sent him flying across the room. The demon roared with triumph as he charged again.

Spike quickly got up to find that the demon was already there and it had him by the throat. As he choked the vampire, Pip chuckled with glee. "The thing aobut Changelings is that we inhabit all the strengths of the image we use. In other words, you don't got a chance in hell in defeating me. "

The demon then slammed him down, the ground seeming moving from the impact. Spike saw stars and for a moment seemed disoriented. He watched as the demon raised his foot over his pale face.

"Say nightie night, William!"

Spike quickly grabbed the Changelings foot and pulled himself up. He then quickly hit the demon on his knees, causing the demon to fall backwards, squealing like a young girl.

"Well Pip, your body is a Creetch demon which happens to have his family jewels where his kneecaps should be," Spike said as he kicked each knee part with emphasis.

The demon quickly changed his image to a stunningly beautiful brunette, dressed in a black night gown. "Please, don't! I-I was forced to do this! I'm really a slave and-"

Spike grabbed the Changeling by the hair and hauled him up to his feet. He then head butted him, shutting up the demon quickly. Pip covered his nose and cried out with pain.

"Fine. I see that a human super model doesn't do it for you. How about a dead chick?"

Pip suddenly transformed into the very image of Spike's sire. Spike was stunned, silent for a moment. When Pip felt Spike loosen his grip, he began to speak and smile.

"Oh Spike, my dear Spike. I've missed you. The stars told me that you were back. They were singing that you were back and waiting for me," crooned the fake Drusilla.

Spike stepped back, trying to wish the vision of his sire away. The fake Drusilla began to pout as she swooned back and forth.

"What's the matter Spike? Didn't you miss me? He! He! Don't you want to touch me?"

Fake Drusilla began to rub her hands over her slender body, drawing Spike's eyes to the trail she was leading down to. Spike shook his head and quickly punched the Changeling.

Pip's head whipped back, but this time he stood his ground. The Changling grinned as he began morphing again.

"How about a young sister type. Does this do anything for ya," the changeling asked as Dawn's face and body stood before the seething vampire.

"Or this," the changeling said as Fred's innocent face appeared. Now he was just taunting the already angry vampire. Then he morphed into of all people, Xander.

"Come on fangless. Do you flow this way?"

Spike grabbed the demon by the collar and gave him a well earned head butt. "Please, you're just grasping at straws now . You have to do better than that."

Then he snapped the Changeling's neck, smiling as he did so. He turned around, finding the area empty. His yellow eyes gleamed with pride as he spread his hands out, talking in a loud voice.

"Is that it? Is this what your bloody tests going to be like?"

A sound of snap, crackle, pop stopped his gloating. He slowly turned around and gave a curse as Pip stood before him, straightening his collar.

The fake Xander grinned and winked at the annoyed vampire. "I love it when you play dirty."

Spike began to stomp forward, his impatience showing. "Really? Well, how about this?!"

Spike balled his fist and swung down, aiming for the genitals. But a slender, tanned hand grabbed his fist and squeezed hard, bruising the knuckles.

Spike looked into the eyes he never thought he would see again. Buffy Summers. Except they lacked the sparkle and strength that stole his unbeating heart. That's one thing the demon can't mimic.

"Guess your tastes run for the strong independent type. Especially when they're a slayer," the fake Buffy said with an evil grin. Then the battle resumed and intensified to a fever pitch.

--

Authors Note: Ok, that turned out longer than I expected. And this is the edited version! I would like to apologise again for the very late update. I've been so busy that when I did write on the chapter, I would have to stop and leave it for my busy schedule. Then when I came back to it, I would have to check my notes on what I wanted for the chapter cause how long it was before getting back on. But in the end I put some time aside and brought it back together.

Also, sorry for any misspelled words or grammer errors. I'm still hoping to get that fixed when the money comes in. And I would like to add that some of these scenes were inspired by movies or shows that I wanted to put a weird twist to. He he!

And last but not least, I would like to say sorry for the lengthy chapter. I didn't intend for a real lengthy chapter like this, but that's how it turned out. Next chapter will be shorter and end with- can't tell you! Ha! Now review!