SUMMARY: W/S of course. Sequel to Sliding. Spike goes after Rack; Willow goes to see Rack.

DISCLAIMER: I own the plot, and nothing else. Mutant Enemy, Joss Whedon and a whole lot of other people own the show Buffy, the Vampire Slayer, and the characters contained herein.

RATING: R. 1/1

FEEDBACK: Yes. I am a feedback ho, just ask my wonderful beta, Claudia.

A/N: This is gonna be confusing, so pay attention. In the first story, Forgetful, Smashed happened, but only part of it. Buffy and Spike did bring the house down with their nasty sex session, but Amy was not de-ratted yet, so no Bronze magic stuff for Willow and Amy. Forgetful took place a few weeks after Smashed, but was completely AU after that episode. Willow and Tara have been broken up for weeks, and Buffy and Spike had sex for weeks, Giles is still in Sunnydale, and I think that's everything.

DEDICATION: To my beta, claudiayvr, who... with this series, and as always, she's helping me plot, figure out where it should go next, what works, what doesn't. Once again, she helped me get rid of the clutter... no baby killing this time around, yay. Praise her, ppl. She totally deserves it...

FADING by sinecure

Spike turned to walk away from Buffy, knowing for sure now that Willow knew about him and Buffy. Of the sex and the biting and... closing his eyes, he rubbed his forehead, feeling a headache coming on. Why had he slept with Buffy that night? The very night he declared his love for Willow; how could he have stooped so low? And why hadn't he just been honest afterwards? Told Willow that he'd had sex with Buffy. And that he didn't know what possessed him but that he was sorry, oh so very sorry.

Now Willow felt betrayed, and he had to go find her.

"Spike," Buffy called, running after him and grabbing his arm, halting him just outside the cemetery entrance. "We have to talk about this. I said Willow knows."

"I heard you the first time," he ground out, yanking his arm free of her touch. His eyes traveled over her face, taking in the irate glance she tossed his way, the clenched fists by her sides, the pursed lips. "I bloody well didn't tell her anything."

"Why were you talking to her at all? She's my friend, not yours. I love her," she said, pointing at herself, "you kidnap and try to kill her." She moved forward threateningly. "Stay away from Willow."

He sighed heavily, deciding the truth was going to come out sooner or later; it might as well be sooner. "No. No, I won't stay away from her. In fact, Buffy, I intend to see her a lot."

Buffy's hands shot out, grabbing his lapels and dragging him closer to her. "Touch her," she breathed, "and I'll kill you."

He effortlessly knocked her hands from him and shoved his own hands through his hair. Well, here it went. Full speed ahead for the truth. He inhaled deeply and then let his breath out in a rush. "I love her. I'm in love with her," he specified.

She burst out laughing, her grin widening at his scornful look. "That's--" she giggled, "that's funny, Spike. Who next? Anya? Or, no... Xander, right?" Straightening up with a roll of her eyes, she pushed past him. "Whatever this game is, it's getting old. And it's not accomplishing anything."

"I love Willow," he repeated in a louder tone. "And I don't care whether you believe me or not. But I'd appreciate it if you kept our past sexual exploits to yourself from now on." He stalked after her, passing by with a scowl. "She's got enough problems right now."

Buffy slowed to a stop, her eyes following him as he stopped and turned to look at her. "You're lying," she accused, as if she just couldn't believe otherwise. "You're lying." Her fist shot out, catching him in the jaw. Again. Bloody hell.

"Yeah, not so much," he told her, grabbing her arms and shoving her away from him. "I'm not in love with you." Leaning in close to her face, he took great delight in telling her, "I never loved you. Seems those monks didn't completely trust you to keep Dawn out of Glory's hands, so they screwed with my memories, made me think I was in love with you, but I'm remembering." He raised his hand to his head, gesturing to himself. "The memories they gave me of loving you, weren't of you. They were of Willow." He shrugged, standing straighter. "It was always Willow. My love for you was an illusion."

She didn't look like she believed him. Big surprise. Her eyes stayed narrowed on him, her forehead furrowing in lines of bafflement and her head tilting to the side just a bit, as if she were trying to figure him out. To understand why he was lying to her, what his purpose was in doing it. "Liar," she whispered.

The last remnants of his obsession with Buffy left him in that moment and an unusual lightness lifted his lips into a smile that, by all accounts, could be called a sneer. "But, hey, the sex was great." He laughed, walking away from her, expecting her to dive on him from behind. To throw a stake at him, planting it firmly in his back, piercing his heart.

But when he looked back at her, she was still standing there, hands held loosely at her sides, a lost look on her face.

Time to find Rack and kill the bastard.
Willow listened to the empty house, grateful for the silence. She was just as empty, but it was far from quiet in her head. Quite noisy, in fact. The magick was swirling around her body and mind, making itself known in every aching muscle and every sore joint. And some not-so-nice thoughts. Along with a few feelings that were no good at all. Definitely not worth ruminating over. Nope, certainly didn't want to do that.

Didn't want to waste time thinking about Spike. Or Buffy. Tara... Rack... how hollow and disgusting she felt at what she was doing with the warlock. He fed her magick, gave her something that she couldn't describe in the most basic of terms, and yet he took from her as well. Her body was sore and tired from her most recent encounter with him. Bruises lined her shoulders and arms as well as her thighs, and she wasn't sure why.

The things he did to her, those were all in her mind, right?

And why had she ended up alone in the alley this time, rather than journeying safely home? She'd fallen to the street, she was sure of it; that had to explain the bruises.

Still, her heart was thumping in her chest and her mind was her own, so, really, did she have any right to complain? No. Like parents everywhere pointed out, there were always people worse off. There were starving kids in Africa, who... sighing, she rolled over, facing the window.

She'd intended to go to classes today, but she couldn't seem to find the energy to do more than just lie there and stare at the walls and ceiling. After running home and showering, she'd fixed herself something to eat and picked at it, managing no more than a few bites before throwing the sandwich in the trash. Upstairs, she'd dressed and then laid down on the bed and hadn't gotten up since.

She'd slept a little here, a little there, but mostly she stared at the walls. Her dreams were filled with images of Rack as a werewolf, chasing her through the back streets and alleys of a darkened Sunnydale, so she tried to stay awake. Her tired eyes quite often drifted shut, and she'd startle herself out of another nightmare.

She'd been fighting the urge to sleep for ten hours now. It was now late afternoon, when most normal kids were out of school and on their way home.

Talking with their friends. Enjoying the warm sun and the bright daylight.

Sighing again, she stared at the wallpaper. If she squinted just so and tilted her head a bit, the pattern looked like little bunny rabbits. Probably hopping home to their bunny families. And their little bunny kids.

Her hair, loose and unkempt, fell across her cheek. She hardly noticed. Her entire attention was on the wallpaper. She flicked her hand toward the wall, watching as a cartoon bunny formed and hopped away. A ghost of a smile graced her lips before disappearing along with the bunny.

Rolling onto her back, she blew the strands of hair out of her eyes and traced the cracks along the ceiling with her eyes. There were three, one big one with two smaller ones branching off from it. In happier times she'd stared at that ceiling while Tara kissed her way up her body. Traced her hands along Willow's thighs. Moved her hands along--

"Go away," she muttered angrily, flipping onto her side with a huff.

She looked up and saw Dawn standing in the doorway with her hand raised to knock on the open door. Her eyes widened at Willow and her brows dipped down into a frown. "Oh, sorry," she mumbled snootily, dropping her hand and turning to go.

Willow sat up quickly. "No, Dawn, I was talking to myself, not you." Seeing Dawn pause in the hallway, but not turn to face her yet, she sighed. "I-- I wanted my memories to go away and leave me alone." Crossing her legs under her, she tucked her hair behind her ears, dragging her hands down the strands and holding the ends against her neck. "They won't shut up."

Dawn turned slowly, her eyes landing on Willow's, but she remained silent, staying where she was for the moment.

Willow knew this was going to be hard; apologizing to Dawn was always difficult. The girl had too much attitude and not enough common sense at times. She was a teenager. Hormones were fluctuating, things were growing, it was a difficult time for anyone, but when you added 'mystical key' to that mix as well... things got a little more volatile and interesting. Sometimes, there was yelling and then the inevitable apologizing.

She waved the girl in, smiling a bit ruefully. "I wanted to apologize to you."

Dawn stared at her for a second longer before walking stiffly into the room, looking extremely put upon. She sat on the bench at the dressing table, her back completely straight, her head held high. "Really?" she asked haughtily.

Willow ignored Dawn's tone and explained, "What I said the other night. It was my stuff, and I was upset. I saw something..." Something being a nice big bite mark on Buffy's breast made by Spike. Rolling her eyes at the path of her thoughts, she sighed and patted the mattress beside her. Dawn shook her head, crossing her arms over her chest. "I shouldn't have snapped at you. I shouldn't have said anything."

Dawn nodded regally, dropping her arms and smiling in relief. She joined Willow on the bed and sat with a bounce.

Willow's stomach flip-flopped.

"Okay," Dawn said. "Apology accepted." She groaned with a chuckle. "Geez, I'm so glad that's over."

Willow frowned at her, hating the awful thoughts going through her mind at that moment. Thoughts of Dawn being a spoiled little brat. But really... she was. "Dawnie," she said slowly, "I'm not sorry about what I said, because, let's face it: It's the truth. I'm just sorry that I said it when I was angry rather than sitting down and telling you to please adjust your attitude because it has sucked lately."

Dawn stared at her with wide, shocked eyes, her mouth twisting into a thin line, then pursing into a pout. "I-- well, you're..." she sputtered, climbing angrily to her feet. She stood looking down at Willow, her arms once again going across her chest.

Willow closed her eyes as the bed bounced beneath her, forcing a wave of nausea to roil in her stomach, rising into her throat. Biting back the bile, she swallowed thickly, reaching out a hand to steady herself.

"Willow," Dawn said, sounding more worried than angry now, "are you okay? You look... are you going to puke?" She took a step back, out of the path of possible projectile vomiting.

Willow shook her head slowly, careful not to upset her stomach even more. "I think I'm good. For now." She opened her eyes and raised them to Dawn's frowning face. "I'm sorry. Things are so screwed up right now... you have no idea."

"Tell me," Dawn implored, kneeling on the floor in front of the bed. "Please. No one ever tells me anything. That's one reason why I'm always a little cranky, I think." She smiled in self-deprecation. "Everyone treats me like I'm six instead of sixteen."

Willow nodded, knowing Dawn was right. They did treat her like a kid rather than a teenager. At her age, most of them had already gone up against vampires and demons and survived. They were trying to protect her, but it was impossible. No matter what they did, people died. That was life. "I saw Tara the other day. At school, she was... she was with someone else. A girl someone else."

Dawn shook her head, her smile returning. "So? She loves you, Willow. I know she does. That other girl was probably just a friend. I mean, how do you know she's more than that?" She tilted her head to the side, shrugging a little. "You don't."

"I do," Willow insisted. "She was... well, they were close. Real close, and... it doesn't matter. I get the message. We're over. Finis. Complete. Ended." She sighed, staring past Dawn's shoulder. "This hurts so much, and everything is just... sliding further and further out of control. I can't even--" she exhaled sharply, turning her eyes back to Dawn. "Do you remember when you told me about Buffy pushing you on the swings when you were kids? You said she pushed you really high, and you felt like you were out of control. Everything was so wild, and yet you couldn't tell Buffy to stop because you were enjoying it too much, even though--"

"Um, sorry," Dawn interrupted, raising her hand a little in confusion, "but, uh... not that the analogy's not right or anything, I guess, but what are you talking about?"

"Oh, sorry." Okay, more specific without being too specific. She could do that. "Um, well, I feel like you did that day because of Tara and the magick and Spike and-- uh, I-- I mean, 'cause of the... there are just things going on and I feel like I'm on that swing, unable to stop, swinging wild and free and not completely in a good way--"

"And again," Dawn said apologetically, "I'm clueless here. Buffy and I never..." she frowned, thinking back. "We didn't-- there was no swing incident."

Willow's eyes shot to Dawn's. "Not really wanting the funny right now."

"I'm not trying to be funny. I'm serious." Smoothing a loose strand of her hair back, she slid her hands between her knees. "Are you sure that was me, and not you? 'Cause I don't remember ever being on the swings with Buffy pushing me."

Willow sat up straighter, moving her feet out from under her. "You're serious? You really don't remember telling me that story when we went to visit Buffy's... grave?" Dawn's face remained blank, her eyes showing no recognition. "You wanted her to stop but you were afraid she'd make fun of you, so you kept telling her to push you higher... none of this is ringing a bell?"

She shook her head, not looking concerned in the slightest. In fact, she was looking at Willow like maybe she was afraid for her sanity.

"Um, Dawn," she said slowly, trying not to panic, and trying not to start Dawn panicking, "what's the first memory you have?"

Dawn rolled her eyes with a grin. "Oh well that's easy, it's..." she stopped, frowning as she thought about it. Her frown turned into a look of confusion. "I remember Buffy getting yelled at by Dad-- he always accused Mom of making him look like the bad guy 'cause of how he was always yelling. Disciplining us, he called it. Anyway, Buffy stayed out too late and--"

"How old were you?" Willow asked quietly. If Buffy was being yelled at for staying out too late, that meant she was much older than Dawn's first memory should be.

Dawn's eyes widened as she started to realize something was wrong. She pushed herself back on her heels, searching her memories for something, anything. Lifting her fearful gaze Willow's way, she whispered, "Ten. I-- I can't remember anything before that." She jumped to her feet, shaking her hands slightly in panic as she paced back and forth. "What's happening to me?"

Seeing Dawn so distraught, Willow pushed herself slowly to her feet and stood there shakily, swaying a little. "I think we should go see Giles." Her bruised body shouted in protest with every move she made, but she ignored it; Dawn was more important than her pain.

"Oh God," Dawn whispered, stopping her pacing long enough to face Willow. "That means it's bad."

Willow moved over to her, her steps slow, but gaining strength the more she moved. "No, honey, it just means that I don't know what's going on. It could be nothing. A demon, a spell..." she was lying and Dawn knew it. Dropping her eyes to the floor, she turned around and searched for her tennis shoes.
Spike paced back and forth in his crypt, waiting for the sun to go down. He'd spent all night searching for Rack's place, but came up empty. It just didn't seem to be out there.

He was a vampire, chip or no chip. He should be able to find the place with his eyes closed, just reach out with his senses and feel for it. Although, last night he'd been furious and concerned for Willow, so it was possible he'd blocked himself from finding it somehow.

The damn scuzzy rooms had eluded him.

As soon as the sun went down he was going out again. Kicking at a loose pile of concrete, he paced away, waving away the dust he'd kicked up.

He was surprised Buffy wasn't there, trying to stake him. She knew. She knew the truth and she hadn't done anything. Of course, he'd been gone by the time she came out of her shocked stupor. But she knew where he lived.

Dropping onto his chair with a sigh, he reached into his coat pocket and pulled out his pack of cigarettes. Fishing one out, he lit it, inhaling the smoke into his lungs as he remembered the look on Buffy's face when he admitted his love for her was an illusion. A false memory planted by a gaggle of monks in order to protect Dawn.

Disbelief. Wide-eyed disbelief followed by denial.

It wasn't as satisfying as he'd thought it would be. Somehow he'd ended up caring for her because of the monks, but he didn't care about her as a person... personally. Or something like that anyway. It made no sense when thought through, but that's how it was these days.

Everything was a jumble of feelings felt and not felt. Thoughts imagined and not imagined. He didn't love Buffy, wasn't in love with her, and yet he was. Or used to be.

The fog had finally cleared, though. Willow was the one he wanted, and it was possible he'd lost her forever because he'd betrayed her.

Was she even safe? Right now, was she at home, safe and sound, or at Rack's, a half-dead shell of herself?

"Bloody hell!" He kicked angrily at his sarcophagus, watching as a chunk of marble broke off and went skidding across the floor, smacking into the step by the door where it broke into smaller pieces.

He knew exactly how that piece of marble felt.
What a difference a day makes, just twenty-four little... well, three hours actually. He'd grabbed a demon from Willy's and shoved it around town until it found Rack's place.

Wiping his hand free of the goo the demon had turned into after death, Spike took a deep breath and stared straight ahead. He was standing in front of Rack's place, which was squirreled away in a little alley by the docks, hidden from all but the most evil of creatures. Why then, was he unable to find the place on his own? More importantly, why did Willow have no such trouble?

The invisible shield surrounding the place tried its level best to hold him back as he walked into it, but he made it easily enough. With a shimmer of magick and the sensation of walking through sludge, he made it into the well-lit waiting room Rack had set up for his most elite of customers.

Torn, stained, and ripped-up furniture lined the walls, providing seating for the strung-out men and women dependent on Rack and his unique drug. Magickal heroin. Beat the real stuff, made a person feel godlike.

At the moment, the room only held two people. One was a skinny, Calista-Flockhart-lookalike with more points to her than a triangle. Her hair was long and straight, hanging limply around her head and down her back, the black color of it faded to a dull, grayish color, looking like an old pair of used black jeans. She was young, but he wasn't sure how exactly he knew that since she looked old enough to be Joyce's sister. In reality, she was probably closer to Willow's age.

A sinking feeling thudded in the bottom of his stomach as he imagined Willow turning into that. No life, no vitality, no energy of any kind except the need to have more. More of her life and her magick taken from her by Rack.

The other occupant was a man sitting on the opposite side of the room from the girl. He was somewhere in his thirties, his shoulder-length, dirty-blonde hair and scruffy face still making him look younger than the girl. He was definitely healthier. His skin was still stretchy and a healthy color, while hers was old and paper-y, and chalky white.

The man, judging by the way he was eyeing Spike, wasn't hooked enough to have lost interest in the most fundamental desires: Sex.

"Hey, man," the guy said, pushing himself to his feet. He swayed across the room, trying to look enticing and sexy, but coming off more like a drunk in a china shop. His hair flopped over his forehead as he approached, and he used both hands to shove it back from his face, sticking one hip out as he stood before Spike. "Wanna do a double? Rack doesn't mind."

Spike pushed past the man, shoving him to the side with a mere twinge of pain, and strode across the room to the sole door. Twisting the doorknob fiercely, he started to yank it open when a hand slid seductively down his back.

"You're sexy, you know that?" The guy's voice, too effeminate to be believed, lowered in an attempt to be lusty.

Spike let go of the doorknob and shook the hand from his back. "Hands off, mate," he growled, vamping out and snarling over his shoulder.

The man took an unhurried step back, holding both hands up with a chuckle to show he wasn't a threat. His eyes slid just as slowly down Spike's chest as his hand had down Spike's back. The amused smile on his lips matched his innocent shrug. "You're not into threesomes, that's fine." He winked and curled his mouth up into a sensuous smile. "I'll get my kicks elsewhere."

"You do that," Spike growled, resisting the urge to shudder. The man was just... dirty. His hair could use a comb-through, his clothes a nice washing. And a bath wouldn't be amiss.

Keeping his vamp face on, he shoved the door open, and went into the room. Rack was the sole occupant; a greasy, longhaired freak who'd touched and corrupted Willow. Had his filthy hands all over her body. Shoved those same hands into her mind and her soul.

Growling fiercely, he strode into the room, slamming the door behind him. The cheap wooden door rattled in its frame, the sound fading after a few seconds. Silence descended as Spike eyed the bastard that was using Willow like an old rag.

Not so tough looking. And half-drugged on magick. Probably couldn't think his way out of a paper bag. "We're going to have a little chat," Spike said, his voice low and raspy from the effort it took to control himself.

Rack looked over at him lazily from his perch on the arm of the threadbare couch in the middle of the room. "Ah," he said loftily, "the vampire appears." He gestured to the door behind Spike, his fingers artfully stretching out to point out something behind him.

Amy. He could smell her now. He hadn't before because he'd been so focused on Rack. All his attention had been on the man, the puny human, sitting in front of him as if he were a king holding court.

But now, he smelled Amy. She smelled like fear, sweat, and betrayal. The stench of it was radiating behind him. How he'd missed it before, he didn't know. It was so strong. So... disgusting. Not only did she stink of fear, but also of arousal.

He kept his back to her, knowing she was approaching by the growing odors, and the movement of Rack's eyes following her.

A deep, rich laugh escaped her as she moved up beside Spike, before circling around him, studying him like a lab rat.

Funny that, being as she was the rat.

"Like I said, we're gonna chat," he told Rack, ignoring Amy as she stared at him, circling in a restless manner. Her hand reached out to touch his shoulder, then slid along his right hip, trailing to a stop on the button of his jeans. He snarled and growled at her, hoping to scare her away, but she only bit her lower lip in excitement, her eyes widening at his display.

She turned to Rack, grinning and clapping her hands excitedly. "Oh, can I keep him?" she trilled, hopping up and down a few times.

Rack smiled complaisantly at Amy, shrugging offhandedly at Spike as if to say, 'what're you gonna do?' "She tells me you're a friend of Willow's." He placed his hands on his thighs and stood up with a sigh, sounding weary. "That girl tastes like strawberries," he confided, smiling when Spike growled. He skirted the coffee table to stand in front of Spike, looking him over in much the same manner as Amy had. "She's got just the most..." he paused, drawing in a breath, searching for the right word before finally settling on, "luscious taste to her. Mmm!" His eyes narrowed in amusement, enjoying the effect he was having on Spike. "And the cream," he exclaimed dramatically, like a chef describing the flavor of a particularly tasty dish.

Spike's hands shot out, fisting in the material of Rack's shirt and vest, yanking him closer so they were face to face. His teeth were so close to Rack, all he'd have to do to taste him was open his mouth and bite down. But--

"Ah-ah, you can't bite," Rack taunted, his grin widening when Spike shoved him away from him. "Amy," he called, holding his hand out to her as she circled Spike once again. His eyes fell on her, his smile turning seductive. "I think you've earned a bonus."

"Really?" she asked, her voice shaking slightly, as if she just couldn't believe what he was saying. "Oh, Rack, that's-- thank you, so much." She circled around, taking Rack's hand and sidling up next to him, plastering her body against his. "Can we do it now? 'Cause, uh... I'm really jonesing, ya know?" She shoved a shaking hand through her hair.

"Not now, Amy," Rack said tightly, shoving her away from him. "I'm a little busy." He stepped closer to Spike, looking him up and down like an oddity at a sideshow carnival. "What wonderful marvels the world has created, hmm?" His hand lifted, hovering near Spike's forehead, but not touching. "I'll bet I could take it out," he said thoughtfully. "Or disable it. It's just... a piece of plastic after all."

Spike stared at Rack, trying not to hear him. Not to listen to the whispering voice in the back of his mind that told him to fall on his knees and beg Rack to disable the chip. "For a price, of course," Spike managed to get out. If he got the chip out or at least had it disabled, then he'd be free. Of this town, of this life he was barely living.

He could turn Willow. Take her with him somewhere so that Buffy couldn't kill her. But, that wouldn't work. He'd need her friends to give her soul back.

If he wanted her soul.

Did he want that? He also loved the soul, didn't he? Not just the memories and the thoughts and the body. He loved Willow, all of her-- mind, body and soul.

To tell the truth, he wasn't sure.

Rack eyed Spike like he'd said something idiotic, and shrugged a shoulder, moving slowly back to the couch. "I want the girl." He sat down, lounging back against the torn cushions, but looking like he was on the finest velvet settee in all of London. "She's special. Has enough power to keep me... satisfied for months."

And that ended the discussion right there. Spike smiled affably while seething inside. Stepping forward, he kicked the coffee table out of his way and continued moving in on Rack. "Not a chance in hell," he snarled, punching Rack in the jaw. Rearing back in pain, he grabbed Rack's dirty white shirt, and hauled him to his feet, getting in another punch before the chip sizzled his brain enough to disable him.

A shout of pain escaped him as he dropped to the floor, pressing the heels of his hands to his forehead, trying to hold back the excruciating pain.

"I told you he was helpless," Amy said, her voice sounding muffled and slow.

"Mmm," Rack agreed absently.

A hand touched his chest and pain shot through his whole body rather than just his head. There was a pushing feeling over his heart, like something was trying to move through his bone, skin, and organs.

He shoved at the hand, screaming in pain, forcing himself to open his eyes, to pay attention, to stop Rack from taking anything from him, but he couldn't see anything except darkness behind his closed eyelids. "Stop," he whispered hoarsely, falling forward.

As he drifted close to unconsciousness, he heard Rack laugh loudly, his rough voice grating on Spike's nerve endings, sending a chill through his already frozen body. "Wanna see why I like her so much?" Rack whispered close to Spike's ear, his hot breath tickling across Spike's skin causing a shudder of revulsion from him. "Take a look."

Spike tried to protest again, but he suddenly wasn't in the room anymore, he was in a glade. In the daylight. Scrabbling to his feet, he ran under the shade of a nearby tree, squinting up at the sun as he waited for it to light him up like a roman candle.

The pain from Rack's hand intruding on him was gone. Left behind was a dull ache that faded as he looked around, wondering where the hell he was.

Hearing a sound off to his right, he glanced over there, seeing nothing but more trees. Hefting his duster over his head, he ran that way, feeling the air change, and the temperature go down. Clouds covered the sun and the wind whipped up, tossing branches this way and that, stirring up the smell of roses. The roses faded into strawberries and dirt and rot the closer he got to the sound.

Behind a huge tree, under the overhanging branches, he came upon a man and a woman on a blanket on the grass. The man had his head between the woman's legs. She moaned in obvious pleasure as Spike circled around the tree trunk, knowing what he'd see.

Who he'd see.

Rack lifted his head from between Willow's legs, his face glistening, his lips twisting into a cruel smile as he looked over his shoulder at Spike.

Spike snarled and jumped on Rack, knocking him away from Willow. They rolled a few feet, and when Spike came to a stop, he was alone, but still in the glen, or whatever it was.

Sunshine kept him from going too far, but he was able to stay underneath branches as he searched for Willow, knowing she was nearby somewhere, with Rack.

Hearing moaning, he ran to his left. A tree appeared in front of him, stopping him dead in his tracks. They were standing up this time. Willow's legs were wrapped around Rack's waist as he shoved himself inside her.

Rack glanced over his shoulder again, his heavy-lidded stare and crooked smile sending fingers of hate up Spike's spine. "Bloody bastard," he ground out. "Get off her."

Rack continued to move inside Willow, making her moan and gasp and grab him tightly to her.

"Look at me," Rack ordered, talking to Willow, though he was looking at Spike.

Her eyes slid open, misery and pain written clearly on her face. She didn't want to be there, but she also didn't want him to stop.

When Rack threw his head back and howled, shaking with laughter, Willow closed her eyes, looking miserable. And then she came, and Spike was gone.

He woke up in an alley, but not the one he'd been in before, where he'd found Rack. This one was cleaner and had a familiar look to it. Pushing himself to his knees, wincing in anticipation of pain he was sure was going to tear through him, he settled his hand on the warm brick wall beside him. A last twinge of pain sparked in his head as he slowly pushed himself to his feet.

The physical pain was dull and fading quickly, but the agony of seeing Willow with Rack was still there, fresh and bloody, eating away at him with every step he took.
Dawn yanked the door to the shop open and hurried inside, rushing straight to the counter, where Giles was.

"Big, big badness," Dawn told Giles, glaring impatiently when he straightened up from where he was checking out the new arrival of something or other in a small brown box.

He glanced over the tops of his glasses at Dawn, raising an eyebrow at her, alternating his look between her and Willow who was slowly shuffling across the floor.

Willow, still wincing from the tinkling bell above the door, nodded and stood beside Dawn. The solemnity of her manner caught Giles' attention, and he quickly pushed his glasses up and then bent down to place his box under the counter.

"What is it? Is anyone hurt?" He checked to make sure the store was empty, which, it actually was for once, and moved around the counter to stand before them anxiously. "Willow, you look... ill. Are you--"

She waved her hand dismissively, shaking her head. "It's not me." Dropping her eyes to Dawn's worried face, she sighed and walked the ten feet to the round table, pulling a chair out. "Why don't you sit down while I fill Giles in?" she asked Dawn, smiling comfortingly, trying to alleviate a little of Dawn's fear.

As far as she could tell, Dawn had good reason to be worried. They had no clue what was going on and, thanks to Glory and her minions, there were no monks left to answer pressing questions about her or her memories.

Giles looked from one to the other again, his expression worried. He stayed silent, though she could see the need for answers on his face.

Dawn started to protest, and Willow was sure the impulse to do so was automatic. She crossed her arms over her chest and narrowed her eyes, her mouth thinning into a furious scowl, but one look from Willow and she dropped the defensive stance, sighing as she sank into the chair.

"Fine. Go have a secret meeting about me." She grabbed a book from the other side of the table and opened it. The spine creaked and protested as she flipped through the pages.

Giles reached over Dawn's shoulder, gently closing the book and taking it with him behind the counter. "Books you can look at are over there," he told her, pointing to the spot in the far corner that he always pointed out to her. "Please be careful with them, unless you'd like to buy them." He tossed her a small smile and then motioned for Willow to join him.

Dawn sighed and went to the book section of the store, squinting at the titles as she searched for something to hold her interest.

Willow moved behind the counter with Giles, tossing a quick look over at Dawn. "She's losing her memories. I-- I think it has something to do with the monks and the spell they cast."

"Why would you think that?" he asked, frowning at her. "As the demons have just recently reminded us and," he glanced her way a little uncomfortably, "you yourself... more than monks can play with our memories."

"I know, and I thought about that too, but--" she stopped, hating that she had to tell Giles even a little about Spike and his newfound memories. It really wasn't anyone's business but theirs. Her shame for believing him ate at her every minute of every day, squirming inside her, keeping her constantly aware of how stupid she'd been to believe him.

"Willow?" Giles' eyebrows raised as he peered over his glasses at her.

Clearing her throat, she shifted from one foot to the other, glancing past Giles to the doorway behind him, wanting to leave, to be anywhere but here. "Dawn's not the only one," she said slowly, sliding her eyes to his again, hoping he didn't ask her what she meant, but of course he did.

"You--" Giles began, halting when she shook her head. "Buffy?" he tried again.

"No. No, it's... it's Spike." She sighed at the immediate stiffening of Giles' entire body. He couldn't stand Spike; that much was obvious from the constant looks of distaste and the insults the two of them exchanged daily, but it almost seemed like pure hatred in Giles' eyes.

Looking down, away from his currently curious, but soon to be disapproving, eyes, she shifted again. She was restless, itching for-- something. Something? She scoffed to herself, you know damn well what you're itching for. Rack. Tonight, though, she wasn't going to give in.

She could resist if she wanted to. It wasn't like she was addicted to it, ready to run to Rack at the will of her cravings.

"Willow?" Giles took her arm, drawing her a little farther out of earshot of Dawn. "Are you sure you're all right? You seem... well, very restless and anxious." His concern was sweet and touching, and she was all melty inside because of it, but she was also irritated at him for constantly asking her how she felt.

"I'm fine," she all but snapped, sliding her arm free of his touch. His fingers were making her bare skin tingle in an annoying way, like acid eating at her flesh. Overdramatic much? She needed to get this over and done with as soon as possible because the cravings were growing stronger by the second, and she wanted to get home, to be safe in bed or close to the shower by the time it hit full force. "He, uh... Spike, I mean, well, that night I did the spell to see if the Gregarious demon had done something to us?"

Giles nodded, his eyes narrowing on the edge of suspicion. "Yes?"

"I was in the back when Spike came by." Her voice was low, and she darted a look toward Dawn, not wanting her to hear this part. "He said he remembered some things that he'd forgotten, or that were... well, he says they were changed by the monks, but--"

"You're not sure?" he asked, then sighed in irritation. His hand raised again, rubbing at his forehead. "Willow, why didn't you tell me this before?"

Willow had the urge to tell Giles to chill out, or leave the Hellmouth, because really, if ya live on a Hellmouth, things are gonna keep ya guessing. Not everything was cut and dried and manageable. That was something she'd learned her first year of knowing about it.

But she kept her mouth shut and agreed with him, because, frankly, he was right.

"I know, and I'm sorry." She shrugged, not knowing what else to say. Maybe she should've said something about Spike and his memories but, then again, it was her right to keep it to herself. It involved her, after all, not his precious slayer.

Oo, a little bitterness perhaps? Could she be bitter towards Buffy? But why? She'd done nothing wrong, it wasn't her fault Spike had false memories of being in love with her. Nor was it Buffy's fault that he'd supposedly been in love with Willow all this time. And, further more, it was in no way Buffy's fault for sleeping with Spike.

Bull puckie. That was a big, steaming load of poop. Buffy absolutely was guilty of sleeping with Spike.

Guilty of doing so, yes, but not at fault. It's not like she'd known about Willow's... itty bitty feelings for Spike. Spike. It was all his fault. He declared his love for Willow, then slept with Buffy. What a liar. Plus, he bit Buffy.

What the hell was that about anyway?

"Um, Willow--" Giles called to her, once again having to interrupt her internal dialogue.

She snapped out of her nowhere thoughts and shook her head. "Look, Giles, to tell you the truth, he didn't want me to. And I..." she trailed off slowly, "told him I wouldn't."

Giles pulled his glasses off wearily. "You're too trusting, Willow." He rubbed his eyes with the hand his glasses were dangling from, and then put them back on, widening his eyes briefly, like he was trying to wake himself up. Inhaling deeply, he turned from her, glancing in Dawn's direction. "What did Spike remember?"

"You'll have to ask him." She scratched at her arm in irritation, feeling an itch move along her arm. When it didn't go away, only intensified, she frowned down at it. "Seriously, Giles, it's not my place to tell you. Even if I did believe him." She shrugged, dropping her arms to her sides when he continued to stare at her.

"Something wrong?" he asked, looking shrewdly--a little too shrewdly in her opinion--at her.

"Nope, except that you keep asking me that." Her sigh and eye roll didn't go unnoticed by him. She saw his eyes narrow and his mouth open, but she couldn't stand around here anymore. She needed to get back home or she'd be tempted to go to Rack.

As it was, she was starting to convince herself that it was okay to go to him. That it was okay to feel that good. That it was okay to let him take something away from her as he used her for his own needs, feeding hers and then throwing her away.

Uh-huh, sounded perfectly fine when she put it that way.

"I'm sorry, Willow," Giles said, sounding not at all apologetic as he rested the back of his right hand on his hip, squinting at her. "You don't look well. Haven't looked well since..." he frowned, dropping his hand as he stood straighter. "Did Spike do something to you? Is this in any way related to his sudden memory gain?"

"Nope, uh-uh, and not at all," she insisted. Giles just wasn't a person she felt she could confide in. If she confided in anyone, it would be Buffy-- or not. Maybe Xander. Anya was a choice too. Dawn, maybe? "Talk to Spike, he'll fill you in on what's what."

The itching began again, creeping along her shoulders and down her back. She needed-- Rack. Her skin felt warm and itchy, like fire ants were crawling underneath it. When she laid her hand, palm down, on her bare arm, rubbing it gently up and down, the pain went away, but not enough to feel relief.

Just enough to feel a small respite. Brushing past Giles, she felt a shockwave of pleasure tingle through her bones, along her nerve endings.

"Huh," she whispered to herself, staring at her arm. It was almost... pleasant feeling. She moved completely around Giles, skirting him and then the counter to get as far away from him as possible.

Giles watched her closely, frowning at her restless pacing and her twitchy manner. She couldn't seem to help it. It felt like electrodes were hooked to her, sending occasional jolts of electricity through her.

Definitely time to go now. It was dark, and growing later by the second. "I have to see Dawn home," she told Giles, rushing over to where Dawn sat on the floor, reading a book on the Tarot. She yanked Dawn up, causing her to drop the book with a startled yell.

"Hey," Dawn protested, "I was reading that." Bending over to pick up the book, which had landed open, face down, she sighed in irritation. "Scare the heck out of me, why don't ya?"

"Sorry," Willow mumbled, drawing Dawn to the door with her. "Giles, we've gotta go, um... you should check for--" she paused, trying to remember through the fog in her mind. Exactly what had they been talking about? The fog cleared a little, and she had a flash of insight. "Oh, the memory thing, right. Spells breaking down, or... ya know, something."

Dawn halted her desperate route toward the door and yanked Willow to a stop as well. "Wait a minute. 'Ya know, something'?" she repeated, her voice raising higher with each word. "That's it?" She stood casually, looking bored, doing an imitation of Willow with exaggerated movements and gestures. "Giles, do stuff and check things, but don't worry about it too much, it's only Dawn's possible life on the line here."

Willow looked back at Dawn in irritation. She needed to get home now. Home was where the hearth was. And the hearth allowed her to burn things involved in a spell. Tonight, she needed to do a spell to help fight the urge to go to Rack's, the need that was growing every second she stood there listening to Dawn complain. Again.

"Come on," she ground out, reaching over to grab Dawn's wrist. Tightening her fingers around the thin bone, fighting the urge to snap that bone, she dragged Dawn with her again, focusing solely on getting her out the door.

"Willow," Giles called, rushing around the counter toward them. "I'll see her home. Why don't you, uh--" he gestured to the door, his eyes steady on hers, but brooking no argument. "Go home. Get some rest. Dawn, come here."

Dawn stood still, looking from one to the other, her wrist still encircled by Willow's hand. "Willow?" she said softly, her voice filled with confusion.

Willow looked into Dawn's frightened eyes and dropped her hand from Dawn's wrist as if it burned. What was she doing? Sneering at Dawn wasn't enough? Now she had to abuse the poor girl, too?

Backing away, she nodded jerkily, gesturing to Giles. "Um, yes, go... I-- I'll just--" she frowned, turning and hurrying through the door. It was dark outside, away from the lights of the shop. The moon was still mostly full, but it was hidden behind a sky full of clouds. As she turned the corner, she smacked into a cold, hard body.

Hands reached up to her shoulders to keep her from falling on her butt. She grabbed the man's wrists, steadying herself, feeling a jolt of pleasure flow through her.

"Willow."

As soon as she heard the voice, she tried to pull away, but Spike's hands tightened on her shoulders, one of his fingers settling under her chin to lift her face to his.

"Are you okay?" he asked, the wrinkles creasing his forehead smoothing out a little. Most of the worry disappeared behind anger and irritation as she continued to try to get him to release her.

"Of course I'm okay," she ground out, yanking harder, trying to ignore the pleasure slinking down into her belly, making her stomach tingle in the nicest way. "What's the matter? Buffy--" she gasped out as the pleasure turned into a burning sensation, flitting around inside her, making her more and more aware of the need to go to Rack.

She needed to see him. Had to go to him, to feel the magick flowing through her as he did whatever he wanted to do to her.

Her body, though, was reacting to Spike, in every possible way as he pulled her into his arms briefly. The tightening of her nipples made her pull away from his arms and take a step back.

Now was not the time to get turned on by Spike. She needed to go to Rack, not caress Spike.

Fisting her hand into her stomach, where the pleasure was starting to concentrate before it headed lower, she glared up at him, wanting to halt it, to stop herself from wanting him, but she couldn't seem to help it. Need for something that was just beyond her reach was spiraling around inside of her, out of control.

And, this wasn't just about Spike. The magick, and Rack, and all of everything was combining to make her... ack! Horny.

"Willow, are you--" Spike began, stepping toward her to touch her again. Always with the touching. She didn't need, or want, him to touch her.

"I'm fine," she snapped, closing her eyes and sighing heavily. Finishing her earlier thought, she stepped forward, glaring even harder at him. "What's the matter? Buffy not available for you to fawn over?"

Her voice didn't carry nearly as much bitterness as when she'd first spoke, but her face did. Her eyes bored into his, daring him to refute the facts. Buffy hadn't come home until late last night, avoiding Willow completely when she did get in. Willow was sure Buffy'd gone out of her way not to run into her.

And what other reason was there for that than she was ashamed of having given in to Spike again. It was all his fault.

The buzzing in her body was increasing, making her very uncomfortable. She felt like she needed something to fill her up inside, to complete her. Her hand, somehow, found itself raising toward Spike's arm, her fingers itching to touch his hard skin, muscled and cool to the touch.

It was on the tip of her tongue to ask him to help her, to keep her from going to see Rack, but before the words left her lips, she remembered the feeling of Rack sliding his hand into her chest, plunging his magick into her at the same time as he took hers from her. Tit for tat.

Gotta pay somehow.

That's all this was: Payment. No biggie, it was something she could handle. She'd go see Rack one last time. Just once more.

Spike's arms tightened under her hands, and her breath left her a little wildly as she imagined what Spike could do with those arms and the fingers attached to the arms. He could probably strum her like a guitar, stroke her like a cat.

Her eyes widened. She had to get out of there.

"I wouldn't know," he was saying, in response to something she'd said, she had no idea what. About Buffy still? He looked beyond her for a few seconds, his eyes filled with guilt.

What was that about? She had to blink a few times to make sure she was seeing it, not just imagining it.

"I spent all night searching for Rack."

He was talking again. Why was he talking? She was so close to him now, right in front of him, close enough to smell the leather and woodsy scent coming from him. And blood. There was a distinctive copper scent wafting from him. Other than the blood, he smelled good. Felt good too. Really good, like all manly and strong and hard. Muscle-y. She wanted-- nothing, damn it. Nothing from Spike.

Her hand raised to his shoulder, pushing him away. As he stumbled back, his eyes narrowed on her, eyeing her suspiciously.

She knew she looked drunk, and she knew he was aware of why. They were adults here, and they didn't need to beat around the bush. It was powerful, so powerful, flowing through her, making her-- and then she realized what he'd said, and her eyes widened.

"What? You didn't--" she licked her lips, swallowing over the urge to pant. "Did... did you kill him? Is he dead?" Oh, please don't let him be dead. She needed him. The desire was growing, urging her towards Rack, the burning flowing into each limb, lighting up a path of need the whole way.

She made a silent deal with herself: Just one more time. She'd go to him one more time, and then that was it. After this time, she could fight the feeling, fight the urge, fight... whatever this was. But this time, this time it was alright to go to him.

It was okay. She was going to be okay, just as soon as she saw Rack.

"No, I didn't kill him," Spike said angrily, fury dripping from his lips as he glared down at her. "Not for want of trying though. I just... had a little headache problem."

"Hmm?" she asked absently, no longer paying attention to him. She needed to get to Rack, to have his hands inside her. She felt so empty without him.

"Willow," he began, his voice sounding a little softer, a little less angry as she looked past him. "Listen to me, Willow."

She nodded and glanced up into his face for a second before losing interest.

"Do not go to see him again." He shook her when she silently nodded, not convincing him in the slightest. Her whole body shook bonelessly, her lips twisting up into a crooked smile. "Bloody hell, Willow," he mumbled, pulling her into his arms once again. "Can you even hear me?"

She smiled against his chest, touched by his concern for her, needless though it was. "It's okay, Spike." She reached up, cupping his cheek in her palm as she rested her other hand against his chest. "You don't have to worry anymore." Closing her eyes, she whispered, "Ablego."

Spike's eyes widened a brief second before he went flying down the alley. She watched him smack against the side of a dumpster and drop to the floor of the alley, before she started running in the direction of Rack's place.
Halfway to the CU campus, Willow took a sudden sharp left, and headed down an empty alley. The fact that alleys were becoming a bigger part of her life than they ever had before didn't faze her in the least. What Rack could do to her, that was all she cared about. Her body ached to feel the magick swim inside of it, to feel the pull of his magick answering hers.

Stepping through the barrier in the dripping brick wall, she bit her lip in expectation and glanced around, frowning at the empty waiting room.

"Weird," she muttered, noting the fancier than normal furniture. Plush blue carpet lined the floor and new furniture lined the walls, along with some pretty nifty artwork. One of the paintings had a wicked swirl of colors that was almost hypnotic.

Shaking herself from the daze she was falling into, she strode quickly across the room to the door on the right.

Everything was all backwards this time. But cool.

The painted white door, with its brass doorknob, looked far more inviting than the old door with its peeling paint and filthy surface. She had a good feeling about this and was glad that her last visit was going to be nicer than normal. She didn't bother knocking; she could sense that Rack was alone. Twisting the knob, she pushed the door open and found herself surprised yet again.

"Wow," she said with a chuckle, glancing around the large bedroom with a whistle. The d├ęcor was traditional: Blue carpet, with matching trim complementing the white walls. A huge bed against the wall dominated the room, dwarfing even Rack, who was sitting on the small loveseat across from her. He was dressed nicely, in a casual white shirt with black slacks, his hair washed and combed. And he was clean.

She'd almost go so far as to say he was handsome. Almost.

If he weren't scaring her with that sneaky grin of his and the smug look in his eyes. Not to mention the big bed against the wall behind him. Fear started her heart thumping, pushing away the eagerness for Rack's magick booster. He held his hand out to her, the long fingers graceful as he motioned for her to join him on the small couch.

"Uh..." she swallowed thickly, suddenly wondering at the brilliance that she was supposed to possess. She was deeply stupid. Something wasn't right here. "Hi," she said uncomfortably, leaving the door wide open as she took one small step inside. "Where is everyone?" And then, not feeling that was enough, she added, "Nice furniture," before trailing off with an awkward smile.

He smiled right back, his lips spreading wide across his face. "Oh, I sent them all away." His voice was teasing and light, assuring her that nothing was wrong. Nothing at all.

She didn't believe that, though, not anymore. Her gut was warning her to get out of there, to leave now, but her magick was feeling the pull of his, drawing her further into the room. "Is Amy..." she frowned, not able to remember what she'd been about to ask. "Um, my friend was, um, did Spike--"

"He was here," Rack assured her, his smile growing even wider, chilling her with its sinister quality. "Come here, Willow." He once again held his hand out, and this time she moved forward, taking it in her own. "Your vampire friend tried to keep you from me..." he licked his lips, tilting his head to the side as he considered her. "Should I punish you?"

Willow gulped quietly, no longer wanting to be there. She tried to stand up, to run from the room, to leave Rack and his evil feelings behind, to run to Spike and apologize to him and tell him he was right all along about Rack... tried to do all of that within the space of a few seconds and only ended up nodding. "Yes," she whispered, stunned by her own voice speaking the word, stunned by her head moving up and down in agreement. She didn't want Rack to punish her. She didn't want him touching her at all.

His hand, cold and clammy on her own, tightened painfully until she whimpered and looked down at it.

His eyes raised to hers, his other hand lifting to her cheek, mimicking the gesture she'd used on Spike earlier. "Close your eyes," he whispered, leaning forward to tickle her ear with his breath, to penetrate her mind with his voice.

She did as she was told, again without wanting to. He was controlling her now. There wasn't an ounce of freewill left in her. Except her thoughts. Those were free to roam and fear every little thing he intended to do to her.

His hand drew her to her feet, leading her unerringly toward the bed.

"No, please," she begged, opening her eyes and shaking her head at him. "I wanna go home." Her piteous voice, loud and shaking as it was, didn't make a sound in the room; it was swallowed up by the empty atmosphere, though she knew he heard her.

His lips twisted up into a smirk as he yanked the blankets down, exposing the silky white sheets to her gaze. With a chuckle, he pushed her onto the bed and straddled her waist.

She hid a scream, knowing it wouldn't come out anyway, and closed her eyes, trying to concentrate her magick on him, to do what she'd done to Spike earlier, but nothing happened. When his hands settled over her chest, she screamed at the pressure of his hands shoving their way inside her body. There was no gentleness this time.

He pushed and prodded and shoved his way into her body, forcing every drop of magick to the fore, sucking it into his own body as his fingers went in search of her memories. The touch of him in her mind this time was more than an invasion. She felt like she was being raped and her heart broke all over again for Tara.

She'd done this to her girlfriend. She'd violated her girlfriend, and then the rest of her friends. Oh, God. She screamed again, lashing out with her voice, pouring all of her guilt into the sound that reverberated inside her head, making Rack laugh joyfully. The full, rich sound of his laughter made her shudder and withdraw, forcing her to hide from his invading magick. Her body stayed still, her eyes opening and focusing on his filthy face, dirty again before flickering back to immaculate. He had on a glamour, hiding his true form from her.

She wondered what else was just a facade.

"Let's see what we can use tonight, lover." He spoke quietly, distractedly as he moved around her memories like he was flipping through an old book. Each memory he touched was brought to the forefront of her mind for a split second, making her experience all of the emotions associated with each memory.

She felt tears slide from her eyes as Oz left, felt the sobs shaking her body as he drove away from her. Felt overwhelming pleasure explode inside of her as Tara used her fingers to skillfully bring her to orgasm. Felt the betrayal flood her as she saw the bite mark on Buffy's breast.

"Ah," Rack muttered, laughing lightly as he shoved deeper, pushing harder into her mind. "I think this one will do nicely."

Willow tried to pull free, to release him from her mind, to get away from him, somehow, but she was frozen in place, unable to move more than her eyes. She fastened them on Rack, promising payback when she was able to move again, and wondered at her sanity for tipping her hand.

It only served to amuse him though. He grinned and shook his head, pulling his hands free of her chest, sliding them down her abdomen, touching her in a way he never had before.

And then the magick slipped into her and she gasped, throwing her head back with the force of it. Her eyes slid shut, her hands releasing the sheet beneath her as her breath slowly left her. Pleasure glided into her, freeing her own magick from behind the tight control she'd tried to keep on it. It flowed from her as images assailed her.

Spike, kissing her, touching her with so much love in his eyes. She smiled under the blanket of his feelings, allowing herself to feel for him unabashedly. Just here, in this place. Once she was in the real world again, she'd go back to hating him--or pretending to hate him anyway--and avoiding him. But for now, she would bask in the love he was offering her.

His smile widened as his hand slid down her shoulder to her back, sliding down to cup her behind and draw her closer to his already prominent erection. She was lying on a bed in the same glade as before. Blue skies dominated over little white puffy clouds. He sat beside her, drawing small patterns on the inside of her arm.

"You're beautiful," he whispered, leaning down to kiss her. Both of them were naked and, as the breeze blew against their skin, she felt more contentment than she'd ever felt before. She stretched under his watchful gaze, smiling lazily when he trailed his fingers across her abdomen. "Mmm," she moaned, loving the feeling of Spike touching her. His lips pressed harder to hers, his fingers tightening over her hip, holding her still.

Spike, obviously feeling impatient, straddled her legs and kissed his way down her neck to her breast. His tongue played with her nipple for a few seconds before sucking it into his mouth. His fingers slid inside of her, readying her for him.

She could've told him she'd been ready for days, weeks even. Maybe her whole life. But she was too happy to speak. Closing her eyes, she spread her legs apart, gasping at the feel of his callused fingers teasing her clit.

And then he spread her legs further with his cool hands, his fingers pressing into the flesh of her thighs. His erection pressed against her, sliding in just the tiniest bit as his lips captured her nipple again.

She opened her eyes, raising her hand to cup his cheek, showing him with her touch what she couldn't say with her words.

"I love you," he told her, his voice so filled with longing and tenderness that it hurt her heart to hear it. To see it on his face and in his eyes.

Her fingers slid into his hair, pulling him down for a kiss. "I love you, too," she finally whispered into his ear.

"Oh God, Buffy," he grunted, thrusting into her forcefully.

She stiffened, shoving at him just as forcefully as he was thrusting into her, pushing with her arms on his chest, getting her feet under her, trying to get him off of her, but he wasn't stopping. "Get off!"

He thrust into her harder, grunting with each stroke, forcing an answering gasp from her as he brought her pleasure that she didn't want.

"It's always been you, Buffy. You're the one I love." He groaned, straining as he reached behind him and lifted her legs around his waist.

Willow clawed her fingers into his chest as his words dashed against her fragile emotions, confirming what she'd suspected. He'd never loved her. Never loved her. Never loved her. She repeated the words over and over in her mind, trying to get it through to her body, to make her body stop feeling so good, to keep the tightening desire from spiraling higher and higher as he moved deeper into her.

His hands slid behind her, lifting her a little to bring her closer. Their stomachs and chests pressed into each other, their skin melding into one as he wrapped his arms underneath her. His breath panted in her ear in short, hot bursts. His eyes fastening on hers so lovingly as he pulled back to gaze at her. With so much passion... for Buffy.

A sob escaped her, tears falling from eyes that could only see him. Every inch of his cold, lying eyes and dead heart. His soulless fingers, touching her back, the tips digging into her shoulder blades.

"Let me go," she demanded, a little surprised that she could still speak, that she was still in command of her voice. Her body, however, was still reacting to him in a way that was completely not under her control. She was furious and filled with more pain and-- pain.

She looked around the wooded glen, remembering something... something wrong. And off. This wasn't really happening. She wasn't here.

The glade grew darker as Spike pounded into her, dropping her back to the bed to touch her. His hands roughly caressed her breasts and then reached up to hold her face still. "Look at me, Willow. Look at me."

She ignored him, knowing he wasn't Spike, seeing past the facade around her. This wasn't a glade. Walls were growing up in place of trees, walls covered in filthy, peeling wallpaper. A ceiling formed over the two of them, and as suddenly as that there was no blue sky or forest glade, just the two of them in a seedy, rundown room.

Spike's hair grew longer, his face wider, the blue of his eyes turning to brown. He was no longer Spike.

Rack sat poised above her, inside her, his fingers clawing at her flesh, his smug sneer turning cruel. "Ah, you're back," he chuckled, looking over his shoulder at something, before looking back at her.

Power cursed through her veins, fueling her fury with something tangible. She raised both of her hands and pressed them against Rack's chest. "Burn," she ground out, smiling in satisfaction when he flew off of the bed with a shout of pain, leaving a trail of smoke behind. A woman screamed, drawing Willow's attention to the door, which was still open, but no longer looked as before. Amy was standing in the doorway of the filthy, stained, peeling paint door from her previous visits.

Willow frowned at the familiar sights of the filth-encrusted room, and the crowd of people in the other room. She'd been here the whole time. With all of them watching.

Sitting up with a furious scowl, the smell of burned flesh and hair wafting to her from Rack's burned hands, she wrinkled her nose in distaste. Willow yanked her skirt down, grateful that she was at least mostly clothed. Waving the smoke away with one hand, she glared at Amy, who didn't seem to notice. She was staring in horror at Rack, watching him crouch on the floor, glaring Willow's way.

"Get out," he boomed, his voice shaking the walls, startling everyone there. His facade had also dropped. He was once again the creepy, greasy-haired man he'd always been.

"With pleasure," Willow said distinctly, sliding forward on the... not exactly a bed, more like a pile of mattresses set up in the corner of the room, away from the couch and table which were in the middle of the room. She stood up, striding across the room with a drunken swagger that she wasn't in control of. Her body was so heavy and slow-moving. A tingling feeling started in her extremities, creeping slowly up her arms and legs. The closer she got to the door and Amy and the others, the heavier and more tingly she felt. "What's--" she stopped, grabbing the doorjamb to keep herself from falling face first onto the stained carpet.

Amy darted out of her way, twitchy and nervous. "Oh, hey, Willow," she said loudly, "you should, um..." clearing her throat she skittered past her to run to Rack. All her attention went from Willow to Rack. "Rack, are you okay?"

Rack's eyes, dark as the bottom of the ocean, stayed fastened on Willow's face. "Adligo Willow..." he gasped out, pushing the words through stiff and furious lips.

Amy hesitantly reached down to touch Rack's singed hands, her face screwing up in disgust. "Um, Rack... maybe you shouldn't do that," she said reasonably, trying to draw his attention away from Willow. "She has a lot of friends. Slayer-friends. And vampires. That Spike guy, he's--"

"Shut up, Amy," Willow hissed, pushing herself away from the wall to stand straight. "You started this, the whole thing." Her magick swirled inside of her again, and this time, there was something more. Something she'd taken from Rack before he could finish his little playtime. She felt slithering magick, crawling along her skin, just below the surface, felt her hair start to blow by an unseen breeze that had suddenly kicked up. Power shot through her, building in intensity as Rack and Amy cowered on the floor.

Instead of sending all her fury at them, she swallowed it down and used the magick to send herself home.

"Domus." The word was hardly out of her mouth before the surrounding filth and people disappeared from view. Her own room reappeared around her, her magick depositing her just off center of the bed. She dropped to the springy mattress and bounced off the edge, thudding hard on the floor, landing on her right side.

Her head smacked into the carpeted floor, feeling the hard wood beneath trying to crack her skull. She laid still for a few seconds, letting her body get used to the non-motion before rolling onto her back to stare up at the ceiling.

Just before the magick simmered down, she sent a silent apology to Tara, hoping she heard it, felt it, something. And then she passed out.
Spike was having a dream that was custom-made for him. Willow was there with him. Her fingers fisting in the cotton of his t-shirt, drawing it out of the waistband of his jeans as she playfully walked him backwards, into an alley.

She wanted him.

He put his hands over hers, halting their progress as he tossed a look over his shoulder, making sure no one was coming to ruin their fun. When he looked back at her, he saw her eyes briefly turn black before going back to normal.

He frowned at her, suddenly uneasy. "What was that?" he asked, resisting as she tried to pull her hands free. There was something wild and unruly about her, and though it made her even more beautiful than she already was... there was also something frightening in the careless way she shrugged and smiled at him.

This feeling was all too familiar. So was the blank look she was giving him. "Whatever game this is...?" he said harshly, stalking past her. "I'm not playing."

"Don't go," she called desperately, also begging him to stay with her eyes, pleading with him not to leave her.

When he turned away, she spoke again. This time, her voice was hard and her words chilled him to the bone.

"If you go, I'll grab the first man I run into."

He stopped, but didn't turn around. His voice, when he spoke, was low, floating behind him to reach her ears alone. "I've had enough of being used, Willow. I can't take it anymore." He started out of the alley, feeling pain twisting in his chest, tightening his dead heart. "Not from you."

"Please," she begged, practically sobbing now, almost daring him to turn around and look at her. To go to her and touch her. Taste her. Feel her soft skin, taste the saltiness of her skin and smell the perfume that was all Willow.

He was unable to stop himself as he turned, just for one last look at her before he left her to her task of finding someone else.

She was against the filthy brick wall, her shoulders touching the slime-covered bricks, seemingly oblivious to her surroundings, her feet splayed as she slid her hands under her blouse, gasping.

Seeing her touching herself wasn't nearly as fun as he'd sometimes imagined. He moved closer, fully intending to replace her hands with his. It would be mean and cruel of him to leave her alone and wanting. And he sure as hell didn't want her finding someone else to shag. That was his job, his pleasure, his privilege. Willow was his.

She moaned as he slipped his hands around her waist. As he leaned in to kiss her, she suddenly slapped him, stinging his face with the unexpected blow.

"What the bloody hell did you do that for?" he demanded, jerking back to glare at her. But it wasn't Willow there in his arms anymore; it was Giles. "Gahh!" he yelled, backing away from the other man with a shudder. "Back off, mate!"

Giles sighed and rolled his eyes. "Wake up, you bloody--"

"Giles," Dawn warned, stopping the furious words about to spill from Giles' lips.

Spike opened his eyes slowly, glaring at Giles. "Keep your bloody hands off me, got that? You don't touch me."

Dawn frowned at him curiously, looking from one man to the other before settling her big Buffy-wannabe eyes back on Spike. "You British guys and your bloodies... are you okay?" Her hands settled on his right arm, hauling him into a sitting position with a little help from him.

He looked quickly around the alley, hoping to see Willow there, but she was nowhere in sight. His head sent up a shout of pain. "I'm fine," he mumbled, wondering if vampires could get brain damage if hit enough times. Sitting straighter, he glanced at Dawn, noting her sulky look. Clearly the moody teen was in one of her snits. He paid her no mind and turned back to Giles. "Where's Willow?"

Giles stood up, staring dispassionately down at him. "Home, most likely." He looked around him, scowling at the filth that littered the place, and then went back to his glaring. "What happened to you? And why do you care about Willow's whereabouts?"

"Willow happened to me," he said with a sigh, getting his hands under him to push himself up. At a kneel, he stopped, waiting for the dizziness to pass. Raising his eyes to Giles, ignoring Dawn as she hovered behind him, he sighed, shaking his head. "She's got a problem."

Giles nodded, not looking as shocked as Spike had expected. "I don't suppose you have an idea as to what's wrong with her?"

Spike chuckled humorlessly, hearing the tautness in Giles' voice, knowing the other man was keeping himself in check by a very thin thread. Darting a look at Dawn, he nodded but kept silent for the moment, focusing instead on climbing to his feet. Once standing, he stumbled into Giles, catching himself as Giles shoved him backwards.

Instead of snapping at Giles like he wanted to do, he shook his head to clear it and closed his eyes, stretching his neck. "Rack." He was pretty sure Giles was smart enough to know what he meant. He didn't really want to go into particulars with Dawn right there.

Giles closed his eyes slowly and sighed. "Damn that careless, foolish girl."