Disclaimer: Joss Whedon and co. are the owners of BTVS, not me. Just borrowing them for a bit of fun.

A/N: Thanks to everyone has been reviewing and adding me to your alerts. I really appreciate it. Many of you have been forgetting to leave a comment. It's what keeps me inspired, so don't hesitate to do so. No flames though.

Happy Holidays! Hope you enjoy this chapter!


"So, the First knows you're having a baby?" Willow asked, squeezing the pillows in her arms close to her chest, her chin digging further into their soft fluffiness, a frown breaking out across her features.

"Looks like," Buffy replied from her perch on the edge of her bed, eyes solemn.

"There's no hiding anything from the First, is there?" Dawn couldn't help but state what everybody was thinking.

The three women were gathered on Buffy's bed. Willow was leaning against the left half of the head board while Dawn was on the opposite side. Buffy on the other hand was directly across from Willow, on the edge of the bed.

They were discussing the events that Buffy hadn't told them regarding the First's unwelcome visit in the guise of her mother. Last night hadn't been the time nor place for such a discussion. Not that Buffy had even felt like discussing it. Nope, far from it. The anger and pain had been too raw for her to even try to materialize her feelings into words. Besides, she'd never been much for discussing her feelings.

"It's not like this was something we could hide. The First was bound to find out," Buffy pointed out.

"I can't believe it used Joyce, to try to get you. I mean, duh, First Evil and all. He tried to use Tara against me but this is just..." Willow shook her head disgusted.

"I guess, it was the First talking to me back then," Dawn acknowledged, referring to the time Joyce appeared to her when everybody was getting an appearance from the First. She glanced from Witch to Slayer. "I really thought it was her. She wasn't mean to me; she just said she needed to warn about something. The way the whole thing started was pretty freaky, but I figured it was really Mom trying to talk to me."

"It's okay, Dawnie. We've all been there. The First is pretty convincing," Willow gave the teen a consoling pat on her shoulder.

"I know," the teen mumbled then suddenly scooted towards her sister, and reached for her hand.

"You know whatever the First said to you, it isn't true."

"Ditto, for you too." Buffy said.

"Yeah, I know that now. But it's not as bad as whatever the First said to you," Dawn remarked."Mom would have been pretty freaked hearing that you're pregnant. Supernatural pregnancy or not. But come on, it's Mom. She would have gotten over it even if it is Spike's baby. You know, she's always liked Spike."

Ignoring the twin stares from the older women, Dawn continued,"She did. Spike, Mom, and I used to hang out all the time drinking hot cocoa with the little marshmallows, Spike loves so much. And, even if I wasn't there, Mom would let Spike in because she liked talking to him. Sure, she got scared when Spike admitted he loved you, but that was only because of the whole Angelus experience. Of course, you never noticed this because you were too busy with slaying and Riley and the whole Spike is evil thing."

The teen squeezed her sister's hand. "I'm sure Mom would have loved to be here, helping you."

"Dawn's right," Willow chimed in. "Joyce would have supported you no matter what."

Buffy reached forward and enveloped her sister in a hug. When she pulled away, Dawn studied her. Were those tears in her sister's eyes?

"Are you crying?" Dawn asked, staring at the blonde.

The Slayer shook her head even as she wiped her eyes with her hands.

"Buffy," Dawn murmured.

"Sorry, it's just…"

"You miss Mom, right?" the teen supplied for her, receiving a nod as a reply. "I miss her too."

All of sudden it was all if a dam broke, tears started to stream down Buffy's face. It was unexpected considering Buffy had seemed pretty composed earlier.

Dawn immediately embraced her sister. She'd never really considered how the absence of their mother was affecting Buffy now that she was pregnant. She'd briefly thought about it when she first found out, but afterwards it hadn't really been on the forefront of her mind. The truth was she had grown accustomed to living without her mother. It wasn't that she didn't think about her mother; there were many times when she couldn't help but wish she were still with them. But she knew that no matter how much she wished for her mother's return, it wasn't going to happen. She had accepted the situation a long time ago.

God, she was so stupid; of course, this would be hard on Buffy. Then again, Buffy was pretty good at hiding her emotions; she always did it because of her Slayer duties. Ever since she learned about the First and his plans, Dawn knew it was too much weight on her sister's shoulders. As usual though, Buffy put her best face forward despite the enormous task given to her. The current impending doom was unlike anything the Scooby Gang had faced before and that's what Dawn had figured was constantly on the Slayer's mind, preventing her from enjoying her pregnancy. The reality was that that was the real threat to her sister's pregnancy, but underneath the desire to have a baby under non-apocalyptic conditions, her sister like any first time mother wanted their own mother to be by their side.

Dawn glanced over at Willow, who looked sympathetic.

"It's okay, Buffy," Dawn whispered.

"We're here for you," the Witch added.

Buffy couldn't help the sobs that escaped her. "I'm sorry," she mumbled between sobs.

"I didn't mean too. I really don't know what came over me," she apologized as she pulled away from their hug. She began to wipe her eyes.

"Must be my hormones," she smiled shakily. "The doctor did mention something about them being unstable."

"It's okay, Buffy," Willow assured her as she, too, embraced the Slayer.

Suddenly a knock turned everyone's attention to the door.

"Willow? Anya says to come to the living room. She says she needs your help explaining something," Kennedy's voice came through the door.

As Willow pulled away from Buffy, she shot the blonde an apologetic look.

"Go, I'll be fine."

"But, Buffy…"

"I'm fine, really. Go, Anya needs you," Buffy urged her friend to leave.

Reluctantly, Willow left the room leaving the Summers sisters alone.

"You know it's okay to miss Mom," the teen began, "and to show your emotions. There's nothing wrong with that."

"Look who sounds like an adult," Buffy remarked, feeling better.

"Buffy," Dawn warned her sister.

"I know," the eldest Summers replied. "I always miss her."

Dawn decided to leave the conversation at that. "I'm always here for you."

"I know," Buffy said, as she hugged her sister in thanks for her support. "Thanks"

After their hug ended, Dawn caught a glimpse of the clock on her sister's night table.

"I forgot, I have to go to work today," Dawn exclaimed as she jumped off the bed.

"Well, you better get a move on," Buffy said.


Twenty minutes later, Buffy found herself finishing up a chicken breast salad. She was glad that the Potentials were locked in a meeting with Anya, Willow, and Giles in the living room. She needed some free time away from those teenage girls. She quickly washed her dish but before she left the kitchen, a bunch of papers held together by magnets caught her eye. Funny, she hadn't noticed them as she prepared her salad. She must have been too hungry to notice anything except food. As she peered over them, she realized it was Andrew who had stuck them there. They were messages warning people to keep away from his food.

"THE LAST HOTPOCKET is MINE! DON'T EAT OR YOU SHALL BE CURSED—Andrew" read one message.

Buffy shook her head in disbelief; this problem had been going on since Andrew was allowed to roam free. It seemed that no matter how many messages Andrew posted, the girls still ate Andrew's food.

Satisfying her curiosity about the messages, Buffy decided it was time to check up on Spike. Giles had given Spike a Prokaryote Elixir, to detrigger the First's hold on him earlier in the day. It was supposed to act as a catalyst to help the user discover the cause of the trigger. It wasn't clear whether the elixir was working or not because Spike hadn't been forthcoming with the details surrounding the song the First used to brainwash him. He just mentioned that it was an old song his mother used to sing to him, but she noticed he was a bit defensive, like he was hiding something. Giles had said that only Spike could release the trigger's effects which is why she decided to leave him alone, so that he could do that. She hoped he had been successful; there was only one way to tell if he was still under the First's control, playing that old song.

Not a sound stirred as Buffy reached the last step of the basement stairs. Did Spike go out? Buffy wondered. It wasn't unusual, occasionally he ventured out into the world to relax for a little while. The lamp's glowing light indicated otherwise as she found him sleeping on his cot. She peered over him, mulling over the idea of waking him. At first she thought he was sleeping peacefully, but upon closer inspection she noticed his face twitched every second or so, and his hands were balling into fists.

"Spike," she called out.

He didn't seem to hear her, instead his movements became more erratic. Spike seemed to biting his lip as his face contorted into a look of pain.

"Spike, wake up! Stop, you're having some kind of nightmare," Buffy persisted, ignoring the idea that it was part of the elixir's mojo.

Seeing that her words still had no effect, she placed her hands on either side of his shoulders and began to shake him, but he still didn't stir.

"Wake up!" She cried out frustrated.

"Okay, fine. I really don't want to do this," She mumbled as she released her right hand's hold of his shoulder and prepared to punch him.

Just as her fist was about to make contact on his cheek, his arm shot up blocking the blow, golden eyes glaring at her. His fangs glistened in the light reflected from the lamp, and angry growls erupted from his chest.

"Spike?" She questioned while her heart began to race against her chest.

He only growled in response which prompted her to resist his grip on her arm. It was strong but after a brief struggle, she jerked her hand away from him and fled the cot immediately. He jumped up, reaching out for her, but just as his arms made the faintest of contact with her right hand she landed a hard kick on his chest, sending him crashing against the cot, onto the floor.

Buffy immediately started searching for something to restrain him.

"Buffy," she suddenly heard the vampire mumble.

"Spike?" Buffy eyed him warily.

He lifted his face showing that his game face was gone, his lip was bleeding where he had indeed bit his lip, but there was no indication in his cerulean eyes that he was unstable.

"Are you alright?" Concern immediately appeared on his features. "Did I hurt you?"

"No, I'm fine," Buffy answered, still cautious. She wasn't sure if he was suffering from amnesia like he always did after the First's control, or if he was baiting her or if he was genuinely concerned about her.

"Sorry 'bout that. The elixir is still in my system. Can't bloody sleep without…" Spike trailed off, pain clouding his eyes.

Buffy stared at him. "So, the elixir is still working? You just haven't managed to come to terms with whatever the First is using against you?"

The vampire looked away from her questioning gaze, confirming her suspicions.

"You can't let the First win. You can't let it control you. You have to fight it, Spike."

"Don't you think I bloody know that? 'm tryin' but the images just won't stop comin'," Spike retorted.

Confident that he was in control, Buffy slowly kneeled beside him. Although her belly wasn't extremely large, the added weight on her small frame made kneeling difficulty. Once she was settled, she placed a hand on his shoulder.

"Spike," she spoke gently, aware that he was agitated. "Remember what Giles said, the elixir is just supposed to show what is allowing the First to control you. It's up to you to make sure the First won't be able to use it anymore. You have to let go of whatever it is."

"You can do this. I have faith in you," she smiled at him, as she raised her free hand up to his bleeding lip. Tenderly, she rubbed her thumb over his lip.

"You're bleeding," she murmured, her gaze focusing on the blood trickling from his lip.

"Buffy?" Spike gazed at her quizzically.

She didn't answer, all train of thought gone from her brain, she brought her lips towards his. Eagerly, she licked at the blood seeping from the small cut on his lip. For an instant Spike let her, but then upon realizing what her intentions were, he started pushing her away. Determined, she maintained her hold on him by placing both of her hands on his cheeks, bringing his mouth even closer to hers. Eventually he gave himself into the kiss as her tongue sought entrance into his mouth. He could taste his blood on her tongue but he ignored it as he enjoyed the feel of her warm tongue invading his mouth. God, how he had missed her taste.

Just as quickly as the kiss had started, he felt Buffy pull away from him. She was panting hard, green eyes wide with shock.

"I…." she stammered.

"Was it the blood?" Spike wondered, knowing full well this wasn't like her.

But before Buffy could reply, her eyes suddenly fell shut as she leaned forward, falling into his arms.

"Buffy?" Spike cried out, but as he tried shaking her awake, he, too, slumped unconscious.


Darkness met Buffy's eyes as she opened them. Where the hell was she, she wondered as she blinked, trying to adjust to the darkness. The last thing she remembered was…her eyes shot wide open as she remembered kissing Spike. Damn it. She hadn't meant to do that, but seeing the blood on his lip once again stirred her blood cravings. Third time it's happened, okay, so maybe she seriously needed to talk to Giles about it. She needed to quit getting sidetracked, this was important. Of course this time it had occurred under enjoyable circumstances. She couldn't help but mentally berate herself for that thought.

Pulling herself away from her thoughts, Buffy realized she was lying down so she carefully stood up and tried to make out her surroundings, but all she could was blackness. She sighed, wondering what mess she had gotten into this time. She started walking and calling out to anyone, who might be in the vicinity.

"Anybody home?"

She didn't receive any replies.

Suddenly, she spotted a beam of light in the distance. Right away, she walked towards it, careful, not to walk too hurriedly because of her limited vision. At her arrival, she found Spike sitting down on the floor, his peroxide head resting on his knees, arms crossed over legs.

"Spike," she called out to him as she approached him.

She could make out indistinct mumbles coming from the vampire as he began to move to and fro to their beat. All of a sudden, he raised his head allowing her to make out what he had been mumbling.

"Didn't mean to do it."

"'m a bad man."

"S'not what I wanted. Please, please… Really I didn't…" Spike shook his vehemently at whatever imaginary figure was in his head.

Insane Spike again? No it couldn't be, unless this was all part of the elixir's effects. Then it dawned on her, she tasted Spike's blood which contained the elixir. Was she in her own head or Spike's? She wasn't exactly sure how this thing worked or what would happen to a person who ingested that wasn't suffering from mind control?

"Stop it!" She cried out, trying to make him lucid.

He continued mumbling.

"Spike, you have to fight it," she urged him. Was this what he had been experiencing this entire time? Last time he was insane he hadn't been able to fight against it until he left the basement thanks to her. She wasn't about to let him down.

"Didn't mean to do it. S'not what I wanted."

"What didn't you mean to do? What wasn't what you wanted?" He continued to ignore her, but once again she repeated the questions.

"Didn't mean it…" he was mumbling when all of sudden, he returned her gaze.

"What didn't you mean to do?" she asked calmly. "You can tell me. It's okay."

He continued staring at her, unsure of whether he could he tell her.

"It's okay, tell me."

"I…" he started, but unexpectedly he began to fade away.

"Spike!" Buffy cried out only to watch him fade into nothingness. The scene was quickly replaced by a living room with nineteenth century furniture. A fire roared in the fireplace underneath a large portrait of a dark haired man resting his hands on top of a blonde woman's shoulders, who held a dark haired boy in her arms. The little boy looked no older than four and he looked adorable with his curly, brown hair and bright, blue eyes. She noticed that the woman's eyes were also the same shade; those eyes, they looked so familiar. Spike's eyes. Buffy realized as she continued staring at the portrait. Could this have been his living room? She wondered when she sensed someone enter the room.

She turned around only to freeze in her tracks. It was Spike, but not exactly the Spike she knew. His hair was his natural brown color, curls flowing gel free, and on the bridge of his nose rested wire rimmed glasses. He was dressed in a tan suit and a pair of dress shoes.

She was speechless. This man couldn't be Spike, could he? He was the total opposite of the Spike she knew. As he walked into the room, he bumped into an arm chair, he winced and cried out. This Spike was clumsy, unsure of himself, nothing like the vampire she knew.

Realizing she needed to stop staring, she started. "Spike?"

He paid no attention to her as if he couldn't see her. Instead he called out for someone, who turned out to be a young servant, who brought some tea and then quickly left. When he spoke to the girl, he noticed he spoke with a soft accent almost Giles like. Nope, this was not Spike at all, this was William.

He inspected the tea and once he was satisfied with it, he left the room and returned a minute later with an older woman with graying blonde hair clutching his elbow. Buffy immediately noticed her startling blue eyes. Spike's mother, the woman from the portrait albeit much older.

By now aware that this seemed to be some sort of scene from Spike's past, she watched with curiosity as the scene unfolded before her. Spike had never told her about his past, not that she'd ever wanted to hear it anyway. However, she did recall that one time at the Bronze when Spike explained to her how he killed the two Slayers. He had given her a brief history about himself but she honestly hadn't paid much attention. She did remember him saying "What can I tell you Baby, I've always been bad" and something about some girl despising him.

As she continued to watch William and his mother, she realized it had all been a smokescreen. He treated his mother with the upmost respect and care; it was obvious that they were really close. They were chatting about mindless things when William's mother requested to hear some of her son's poetry.

Poetry? Who knew he had been a poet, she watched amused as William began to recite some poetry. Although she hadn't been an English major in college, she was well aware that William's poetry was no Shakespeare, far from it actually. Nonetheless, real passion shone in his cerulean orbs as he tried to put emotion into the words escaping his mouth. His mother beamed and praised him once he was done. Real pride and adoration radiated from her being.

"Oh, William that was lovely. Was that written for the Underwood's eldest, that Cecily girl?" his mother asked, a knowing gleam in her eye.

He denied it, embarrassed. It was obvious to Buffy that he'd written it for this Cecily girl, the one she vaguely recalled him telling her about all those years ago. The conversation between mother and son continued, revealing that William did not have a girlfriend and that his mother wished he had one. William, however, managed to turn the conversation back to his mother, saying something about how his mother was the woman the in his life. It was sweet yet kinda sad. Then she began to sing the song that the First always used to control Spike.

Early one morning,
Just as the sun was rising,
I heard a maid sing,
In the valley below.

Oh, don't deceive me,
Oh, never leave me,
How could you use
A poor maiden so?

Without warning, William's mother started coughing. It was a loud, continuous cough that indicated that she was ill. William jumped up from his position at the foot of her feet, and immediately grabbed a pitcher of water. He filled a cup and handed it to her; she took it shakily and sipped it. But as she returned it to him, another fit of coughs erupted from her chest, taking out a handkerchief, she coughed into it. Once the coughs subsided, she removed the handkerchief away from her face, blood stains all over it.

Buffy gasped, as memories of her own sick mother flooded her. She wondered what was wrong with her.

William looked appalled. "Shall I call a doctor?"

"It's fine, really."

Buffy blinked as she found herself in a bedroom lit by candlelight, William was nowhere in sight but she spotted his mother resting in the bed. She approached the bed, noting under the candlelight the woman's paleness. Sympathy stirred in her heart for William and his mother.

She heard faint whispers coming from the hall outside. She walked over to the bedroom door that was slightly ajar, and peeked through. William was talking to an older man with a moustache, holding a bag, whom Buffy guessed was a doctor. The doctor looked serious.

"As I've told you, the only thing you can do for her is keep her warm and content. I'm afraid there isn't a cure for her consumption," the doctor said solemnly as he placed a comforting hand on William's shoulder. "Just remember to be mindful of her and to give her cough syrup when her coughing fits get strong."

William sighed. "I see." It was painfully obvious he had been through this many times before. Buffy's heart went out to him, she knew how it felt. For an instant, she recalled the night he had comforted her when she found out about her mother's illness. All this time he'd known how it felt to have an ill parent.

William then accompanied the doctor out while Buffy turned her attention back to the woman in the bed. How exactly was the First using Spike's mother against him? She wondered as she studied his mother. She admired the woman's gentle and loving nature; it seemed like she would have been a wonderful lady to know.

She tensed as she felt someone behind her. As she slowly turned around, a warm sensation filled her.

"You're..." Buffy stammered as she did a double take, making sure William's mother was still in the bed. She was but this new figure also bore her likeness.

"Anne," the woman smiled kindly at her.

"No, it's the First," Buffy said disbelievingly, determined not to fall for the First's tricks again.

The elder woman shook her head. "I'm not the First. I'm William's mother or Spike as you know him."

The woman continued when Buffy didn't say anything. "I realize your distrust is not unfounded but I truly am, Anne."

"I'm not falling for that again," Buffy said.

"You're beautiful," Anne continued unfazed. "I see why you've captured my son's heart. I've no doubt my grandchild will be just as beautiful." She reached forward and placed her hand on Buffy's stomach.

"Please, help him realize that..." Her image started to diminish. "I will always…" Buffy could no longer hear her voice, but she was pretty sure she made out Anne saying 'love him.' She gaped at the spot where Anne had just been moments ago. She had actually felt her hand, if it had been the First, she shouldn't have been able to that.

All of a sudden she witnessed a variety images: Spike becoming a vampire and turning his mother, and then Anne the vampire confronting her son.

"You wanted me inside you, isn't that what you always wanted," Anne the vampire cornered her son, trying to kiss him all the while her son refusing her, disgusted.

All William wanted was to keep his mother alive, Buffy realized as she watched Spike look horrified at his mother's cruel words and actions. Once again, Spike 's actions indicated that he was unlike other vampires. She didn't dwell too much on that thought as she watched him stake Anne, destroying the horrible monster he had created. As the demon turned to dust, Buffy swore she saw a serene Anne appear briefly.

The sole beam of light amidst the darkness she had encountered when she first arrived in Spike's mind reappeared along with crazy Spike, sitting on the floor.

"Didn't mean to," he mumbled.

"Spike, look at me," Buffy commanded.

Anne's words echoed in her mind. Please help him realize...that I will always love him."

He refused to do as she ordered.

"I know what happened," she began. "With your mother."

Slowly he met her eyes.

"She was sick wasn't she?" He nodded in reply."You wanted to make her better didn't you?"

"I did, that's all I wanted," he answered, regaining a bit of his sanity.

"I know how you felt," she said sincerely. "I wanted to do whatever I could to make my Mom better."

"Joyce," he murmured.

"Yes , that was my mom. Your mom was..."

"Anne," he supplied.

"What did you do to try to help her?"Buffy probed.

"I..." his voice faltered.

"What did you do?" She pressed.

"I turned her into a demon like me," he finally admitted, shame filling his features.

"She..." Tears sprang to his eyes. "Tried to...She wasn't the same. She didn't.."

"She didn't what?" Buffy asked.

"She didn't ... She hated me."

His admission hung out in the open; the shame and pain he experienced due to his mother's turning clear as day for Buffy to see.

"Spike, she didn't hate you."

"She did," he said confidently. " She told me all those things."

"It wasn't her."

"It was.."

"No, it wasn't. It was the demon talking. Your mother would never have said those things. Think about it. "

Spike was silent as she neared him and placed a finger under his chin, forcing him to look at her.

"Listen to me. Your mother loved you. "

"She. Loved. You." She repeated it, emphasizing each word.

"She loved me," he repeated, acknowledging her words.

"She did," she continued to reassure him.

"She loved me," a genuine smile broke out on his smile.

Relief filled Buffy as Spike finally made the realization that his mother loved him, the next thing Buffy knew was that she resting against someone. She opened her eyes to find the familiar sight of her basement. The someone she was resting against shifted so she turned her head to find herself staring into Spike's eyes.

"Buffy?"

She pulled away from him although she remained seated beside him.

"You were there," He said, recognition dawning his features.

"Yeah."

"Looks like the First's hold is over," he noted. "Thanks," he murmured, seeming almost embarrassed.

"There's only one way to find out," Buffy said.

She began to sing the song his mother used to sing to him. It really was a simple song that she had no trouble memorizing.

Early one morning,
Just as the sun was rising,
I heard a maid sing,
In the valley below.

Oh, don't deceive me,
Oh, never leave me,
How could you use
A poor maiden so?

Not once did he give any indication that the song was affecting him.

"It's over," she declared, glad that he was finally free.

A/N: Any ideas on how I should include Wood in the story? I already have some ideas regarding Faith and to a lesser extent, Wood. I'm open to ideas for both characters. Hope you guys enjoyed this chapter. My longest one, yet. Boy, I'm tired.