Disclaimer: I don't own anything to do with Buffy, it's Joss Whedon's toybox and I'm merely playing in it.

Author's Note: The first part is Spike's version of the nightmare. Also Angel and Riley meet for the first time in this fic. Also as much as I love Willow and Tara as a couple in order for this fic to work they're just friends. Finally in this fic Oz's return is his first return to Sunnydale. I know that makes this very AU, but I made it work as I could. I wrote this while they were still in season 4 for a friend of mine, she's a heavy B/A shipper and at the time I was a heavy Willow/Spike shipper. Hence this fic is dedicated to Lindsey. Also the first part to this might be confusing as it's what's happening to Spike, but also the nightmare replaying in his head.

An unseen light illuminated her red hair as her green eyes turned upward to gaze at him. A smile played her lips at the sight of him, but as he reached out to touch her she slumped into his arms.

He looked down in horror as blood began to cover his hands and he pulled her weakening figure up against him, supporting her. As he did he looked past her and saw the scale covered dark clawed hand drop the dagger it had used to slice open its unsuspecting victim. Its red eyes caught his and the light bounced off its white fangs in time with its deep-throated laugh. His first instinct was to chase it, kill it for harming the girl bleeding in his arms, but as it disappeared into the inky blackness she became his only concern.

He pulled his T-shirt off trying to use it to stop the flow of blood. Its blackness was soon soaked in red. Blood was everywhere, on his hands, his arms; her life force was slowly seeping into the cold earth.

"Hang on Red," he begged as he wrapped her limp form into his duster, trying to use it in the same way as the shirt.

"It's okay Spike," she began to mummer as she raised a blood soaked hand to his face. With growing horror he realized she was covered in a layer of her own blood and still it oozed out of her. A thought struck him, how could someone so small lose so much blood? Blood was everywhere, it seemed to cover his entire field of vision.

The jacket was soon soaked and her eyes were beginning to glaze. Her head turned from his as if she couldn't stand to have him watch her die.

"No, Willow look at me. Look at me," he begged, "Good now listen to me. You have to hang on. I'm not going to let you die. You're not going to die."

He clutched her to his chest and started to rise when she went entirely limp. His sharp hearing heard her heart beat its last and he sank to his knees.

"NOOOOOOOOOOOOOO!" the scream ripped through his throat as he rocked her back and forth keening. He cried her name over and over as tears washed his undead face.