Looking Glass

By Norwalker

Summary: Alternate Universe, but set after season 6. Defies summarization, a small Halloween tale. Be warned, not a '' happily ever after story".

Timeline: 18 months after the end of season six(approximately). Some season six spoilers.

Main characters: Willow, Buffy, Faith, Giles. No real pairings.

Rating: R, but only for some language.

Warnings: Adult themes, suggested violence. Not for the kiddies, ok? Not a happy story. Don't say I didn't warn you.


The night was wet and cold, rain hammering down in a merciless tattooing rhythm on the streets. The streetlights took on a misty haziness, their light is confined to small pools around their base. The wind caused the rain to feel like tiny knives stabbing , cutting through clothing and skin, down to the bone. It's a miserable night to be out, but she has someplace to be. She stops briefly to adjust her coat, using her umbrella as a shield against the icy storm.

Happy Halloween, Willow thought, looking around at the nearly deserted street. There weren't many souls venturing out, most were inside at their parties. As she walked against the rain, her grim expression briefly broke, as memories of Halloween parties she attended in the past flitted unbidden through her mind. The corners of her mouth briefly turned up at images of the silly costumes, the laughter and the fun they had. But that was over, no party for her tonight. Perhaps never again.

It's been nearly a year and a half since she walked these streets. After her… breakdown, She's spent most of the time in England, in therapy. It had lasted much longer than she or anyone had expected, but then, how does one easily come back from what she went through. What she's done, and almost done. If only I'd never become addicted to the magic, if only I had been more careful, if only Tara hadn't been there, on that day, at that moment… if only, if only… god… . But she had become addicted, and Tara had been there, and she'd died, her blood painting a pointillist's nightmare on Willow's blouse. Willow went mad then, destroying Tara's murderer, trying to destroy his accomplices, and nearly destroying everything. Even now, those memories haunt her, plaguing her dreams, giving her no peace. How long does it take to come back from that? Do you ever really come back from that?

Yet, Sunnydale went on, the sun still rose, life still moved on its inexorable march towards death. She's here to see it, and almost wasn't. For a long time after, she was in a catatonic state, barley moving, fed by tubes, hearing, feeling and seeing nothing. It was as if her mind, unable to deal with the rage, grief and guilt, had shut down, not letting her feel anymore. Slowly, very slowly she'd come around, began to emerge from her shell, and began to … well, live is too strong a word, but survive… she survived. Giles stayed with her the entire time, trying to bring her out of her hole, gently steering her along, and patiently training her how to deal with the power she still had. The awesome, terrible power that lurked deep inside her. She felt it, felt it's dark clutching, and each day fought it back down. Some days were harder than the hard days, but she managed.

Giles had left her after she was back on the road to recovery. He had to get back to Sunnydale, something big was coming. She understood this, and wanted to help. But she wasn't ready, and Giles had her stay with the Coven in Devon. They trained her in the Light Arts, letting her realize the true source of power: the earth, and all it's delicate connections to life and the universe around it. Gradually she became adept, and while not losing her fear, she learned to deal with it.

So she's here again, back in Sunnydale. She returned home only yesterday, not telling anyone. She called Giles just this evening, and after his initial surprise, he asked her to come by. There was a lot he needed to discuss with her. I should've taken the car she thought to herself, but I hate driving in the rain. Goddess, I can't remember when it's rained like this in Sunnydale. She shrugs. It's a hellmouth, nothing is ever 'normal' here.

" Willow?" A familiar voice jars Willow out of her reverie," is that you?"

" Buffy?" Willow replies, looking around. She sees Buffy leaning against a lamppost. She's wearing a hooded cape against the weather, but doesn't have an umbrella. Willow walks over to her, pitching her own umbrella to share it with Buffy.

Under the light, Willow gets a better look at her long time friend, and is a bit shocked. She is pale, much paler than she remembers ever seeing her. Her eyes seem to have sunk into her head, and her hair is almost ash blonde.

" Buffy, are you alright? You look…"

" Dead? Hardly. Just recovering from a nasty bug. On the last stages… feeling ok, actually"

"What're you doing out in this weather? You'll catch your death," Willow sounds worried.

" Pfffft. I'm fine, really Will. Look awful, feel great. Anyway, gotta patrol. Patrolling is my life, after all." Buffy changes the subject, " Anyway, how are you. God, it's been eons since we've … well, anything." Buffy hugs Willow.

Instead of being comforted, Willow finds Buffy's hug to be strangely cold. Still , she hugs her, having missed her closest friend. After breaking the hug, she holds her friend at arms length, and gives her the once over.

"Are you sure you're ok? You seem … so thin."

" Gosh, Will. Obsess much?" Buffy gently teases her, " I'm fine, honestly. Much more important is, how are you doing? Did things go ok over in the land of the Giles's?"

" Yeah, I'm doing better, " Willow says, having to smile a little. Same old Buffy, Willow thinks, I just worry too much about everything. " I won't say it's been chocolate and puppy dogs, but … it's getting better. I'm in control of the magic now… and I've learned a lot about it, and how to deal with it."

" I'm glad to hear it, Will, " Buffy says, her tone distant, " I remember… how devastated you were…" A strange look comes over Buffy's face, " I'm sorry, I never got a chance to tell you how sorry I was about Tara."

" Thank you, Buffy, that means a lot, " Willow says," I … I should've written, or called, but Giles thought it best I leave… some things at a distance… until I had a handle on everything again."

" Giles, " Buffy almost seems to spit out the name, " yes, he's always doing what he thinks is best."

" Buffy, what's the deal? Are you angry at Giles?"

" No… no, just… it's nothing." Again, Buffy veers the subject onto another track, " You're looking well, Willow." She reaches out, and touches Willow's face.

Willow almost recoils. Her hands are like ice!

" Buffy, you're freezing, we've got to get you inside!"

" oh, poo, Will. It's just a cold night. Wait!" Buffy reaches into her cape, and produces a pair of gloves, which she puts on. " There, happy now, mom?"

" Not really, " Willow gently chides, " but I guess I'm going to have to accept it. I remember how stubborny you get about stuff."

Buffy smiles. It's strangely sad, " God, I've missed you, Will. Especially your creative use of English."

" I've missed you too, Buffy. Lots and lots. Were going to have to take some girl-time soon and catch up. I want to know what's been happening with you."

" Yeah, we'll have to do that… hey, what're you doing out at night all alone, anyway? Got a raging case of amnesia, girl? Sunnydale isn't exactly Mayberry. You can get seriously dead at night around here."

" I'm not going far, just to Giles's. I hate driving in the rain, " Willow says, " weird weather we're having… anyway, it's Halloween… you know it's always quiet, Demon-wise, on Halloween."

" Oh, yeah, like that year we became our costumes? Or, remember itty-bitty fear demon guy who made the frat house into a real horror house? Lots of weird stuff happens around here on Halloween. Welcome to the Hellmouth, Will. Land of the Weird."

" Ok, ok… I get you. So, you gonna escort me to Giles's then?"

" Yeah, I suppose I better, " Buffy says, sounding reluctant, " Don't know what Beasties might get you between here and there."

They walk along awhile in silence. Willow is worried about her friend. She seems strangely distant… so unlike the Buffy she's known for so many years. So many strange things about her, things that just don't add up. But she's hesitant to bring them up, because Buffy seems so … reluctant to talk about it.

They turn the corner, and are at the courtyard in front of Giles's townhouse. They stop there, and stand for awhile, each seeming hesitant to talk.

" Well, the rain seems to have let up, " Willow says, folding up her umbrella.

" Yeah, that's good, I guess, " Buffy says, still sounding far away, " I guess I better go. Gotta patrol, then I can go home…." Again, a sad and strange look passes over her face.

" Buffy, are you sure you won't come in? I mean, patrolling can wait. And…" Willow hesitates, then plunges on, " If you got some weirdness with Giles, you should work it out, you know? I mean… you two have been close forever."

" I wish I could, Will…" Buffy's voice sounds almost wistful, "…but I gotta go. Gotta patrol"

" Buffy…"

" Gotta go, Will. It's been great seeing you again. We'll have to do that girl-time thing real soon." Buffy turns, and walks off.

For a moment, Willow feels a strong urge to follow her. But something in Buffy's manner warns her off. Watching Buffy disappear around the corner, Willow turns and knocks on Giles's door.

The door opens, and Rupert Giles is standing there. For a brief moment, it's rather awkward. It's been awhile since they've seen each other, and there's a hesitation in both of them.

" Hey, Giles. Got room for a recovering Magiholic?" Willow jokes, a little lamely.

Nevertheless, Giles smiles, and suddenly Willow is hugging him tightly. It's been a weird night, and the meeting with Buffy has put her into the wiggins zone. She needs a hug right now, and Giles obliges. After awhile, he gently disengages her, and raises her chin, looking into her eyes.

" Hello, Willow… how are you?" He asks. But he senses she's a bit shaky, " Come in, it's rather nippy tonight."

" I'm ok, Giles… I guess, " Willow says, " I just had the strangest conversation with Buffy …"

Giles comes to a dead stop. He looks over at Willow, with a strange expression on his face.

" Buffy? You … met with Buffy?" Giles asks, his tone sounding strange.

" Yes… I met her on my way over, and she walked me here, " Willow says, picking up on Giles's tone, " Giles…have you and Buffy had a falling out or something?"

" I think you better have a seat… I have a lot to tell you, " Giles waves towards the couch, and Willow sits. He walks towards the kitchen, " can I get you some tea?"

" Actually, I could do with something a little stronger, if you have it," Willow says, " Like…scotch?"

Giles arches a brow.

" Don't look at me like that. I'm legal, Giles, " Willow says, " Seems England has three things to drink… tea, beer, and scotch. Got tired of tea, hate warm beer, so I developed a taste for scotch." Willow shrugs.

Giles walks over to his decanter, and pours a couple of fingers of scotch into two glasses. He brings one to Willow, then seats himself across from her. She sips on her drink.

" That's better, " Willow says." So, what's going on Giles? What's the deal with you and Buffy?"

Before Giles can begin, a voice calls out from the other room.

" Hey, G? Where's that book you wanted me to look at? I can't find the damned thing anywhere."

Faith walks into the room, and stops cold. She looks at Willow, a surprised expression on her face.

Willow, for her part, is on her feet, almost spilling her drink. She starts to back up.

"What the hell is she doing here?" Willow exclaims. " What the hell is going on around here, Giles?"

" Willow, it's alright … sit down, and I'll explain it all to you," Giles says, getting up to try to calm Willow down.

" Heya, Red. Long time no see. Try destroying the world lately?" Faith cracks, not able to resist the knife.

" Yeah? Well, what about you, psycho-bitch? Kill anybody lately? How'd prison work out for you?" Willow shoots back. Faith reddens a little.

" Well, well. Seems mousy has grown a pair. I gotta admire that," Faith mocks, " So, been to see your dead girlfriend yet?"

" Watch it, Slut queen… can arrange it for you to join her!" Willow squares off with Faith.

"Ooo… she's butch. I like it," Faith grabs Willow by the shoulders, " C'mon, baby, give me a kiss. Or, aint I your type?"

" Sorry, Faith. I don't kiss slime" Willow spits at her.

" STOP IT, THE BOTH OF YOU!" Giles shouts, in a rare temper, " Aren't things bollixed up enough without you two fighting?"

" She started it!" Faith says, truculently.

" You started it, bitch, when you went all psycho and evil… or have you forgotten that?"

"Well, I'm stopping it!" Giles says, sternly, " Now sit down, the both of you, and be quiet!"

They both sit on the couch, at opposite ends, glaring at each other.

" Faith, I expect more from you. You're on parole, and I expect you don't relish returning to prison. Or maybe your time in prison wasn't educational enough?"

Faith doesn't answer, just looks off, an angry expression on her face.

" As for you, Willow, Faith has good cause to be here. Sunnydale needs a slayer, and Faith is the only living slayer left to fill the role."

Willow looks at Giles like he's gone around the bend.

" What're you talking about, Giles? I just saw Buffy ten minutes ago!"

Faith looks at Willow, staggered, She goes a shade paler.

" You saw B? Where, when?"

" Not that it's any of your business, but like 10 minutes ago… she walked me over here."

Giles and Faith exchange a look. Willow catches it, and feels a chill pass through her heart.

" What's going on? Why's everybody having a major wig?"

" Willow, there's no easy way to tell you this," Giles says, getting up and walking towards the scotch decanter. He pours himself another drink. He turns and faces Willow.

" Tell me what, Giles? What is going on?"

" Willow, Buffy's dead."

"Whaa…" Willow suddenly feels weak and dizzy… the room starts to spin, then goes dark.


Willow wakes up a few minutes later, to find Giles and Faith bending over her, trying to revive her.

" There she is," Giles says, helping Willow sit up. " Are you alright now?"

" What the hell are you talking about, Giles? Buffy… Buffy can't be dead. I was just talking with her. Have you gone totally bonkers?"

" A lot of shit's happened while you were away, Red," Faith puts in.

" Well, thank you Barbara Walters," Willow replies, sarcastically," What the heck is she talking about, Giles?"

" I don't have all the details, Willow, " Giles says, " mainly, because most of the witnesses are dead. From what I've been able to gather, while we were away in England, Spike came back to Sunnydale."

"So? With that government chip in his head, he's about as dangerous as a kitten" Willow says.

" That's just it. Somehow, he got rid of the chip, " Giles says, " and he had one thing on his mind. Revenge."

Willow pales. " He lost the chip?"

Faith nods, and Giles continues with his story.

" From what I've been able to discern, he met with some demon god in Africa, and after going through trials, was granted his wish… to be free of the chip. He returned to Sunnydale, to get even with Buffy. Unlike before, he planned out his moves carefully, and gradually… he began to get to Buffy. The first person he killed was Xander."

"Xander?" Willow's voice is a whisper, " Xander's… dead ? " Willow feels sick.

" I'm sorry, Willow, " Giles is sympathetic.

" Is he… did Spike …"

" No… he just killed Xander… he wanted to hurt Buffy… and it worked."

" Oh, God…."

" Then, he turned Dawn"

" Dawnie? She… he made her a …"

Giles nods. It's plain to see this is ripping him to shreds. But there's more to tell.

" I don't know exactly how he got to her, " Giles says," but he must have acted as if he still had the chip. All we know is when Buffy got home, there was a note, written in … written in blood, on the wall"

Giles remembers the frantic call from Buffy, and hurrying over to her house. Seeing the note:

" I have the nibblet, slayer. I haven't killed her… yet. If you want her back, meet me… you know where. Come alone, or I will kill her "

" I have to go, Giles. He has her… and he'll kill her if I don't," Buffy says, her voice cold with anger.

" You can't go alone, Buffy. You know it's a trap," Giles says, " He'll have you and Dawn, what good will that do?"

" I have to go alone… you can read, Giles. He'll kill her if he sees anyone else with me."

" How do you know he hasn't killed her already, Buffy?"

" He doesn't want her, Giles. It's me he wants"

" So, you plan on delivering yourself to him on a silver platter then."

" I plan on giving him what I should've given him long time ago, Giles, " Buffy says, pulling out a stake.

" Buffy, you're not thinking rationally. He'll just kill you, and her, if you go alone. I'm going with you."

" You're right, I'm not thinking, and I'm not arguing. I'm sorry, Giles, " She says.

" What?" is the last thing he remembers, because then she hit him, knocking him out.

"… by the time I woke up, it was over. It wasn't until later that I found out bits and pieces of what happened." He stops, because the memory is too painful for him.

Willow reaches across, and takes his hand. " Tell me, Giles. It'll… be better."

" She kept her appointment with Spike. It was in the old abandoned warehouse … the one where he and Drusilla used to hang out. She found Dawn almost immediately. She was bound and gagged, tied to a beam…

" Buffy!" Dawn cries, as Buffy frees her from the ropes, " Spike… god, he's… he's insane. He brought me here, and tied me up… said I was 'bait'. He's …he talks about nothing except wanting to bathe in your blood… and how he's going to kill you… god, it was awful!"

" Dawn, it's ok now…" Buffy hugs her sister. " I want you to go… go home, get Giles and lead him back here… I'll go find Spike…"

" No… I won't. I won't leave you here to face him alone. Not…not after what he did to you… what he did to me!"

"Dawn?" Buffy looks at her sister.

" He… he…" Dawn's voice drops to barely above a whisper, " he raped me, Buffy."

" Oh my god, Dawn…" Buffy is in shock. The shock quickly turns to deadly anger, " I'm so sorry, Dawn. I've been such a fool. I … I should've killed him long ago. He's going to pay for this."

" You have to let me come, Buffy. You have to… I can't … I have to make him pay for what he did to me!"

Buffy looks at her sister, and sees the determination in her face. She realizes arguing would be useless.

" Alright, Dawn. But if I say run, you run. If I say go, you go. No arguments…understand?"

" Yes, Buffy" Dawn nods.

Buffy, keeping Dawn behind her for protection, navigates her way through the burnt out shell. It's been a long time since she's been here… the last time, it was to retrieve Giles, who went after Angel for killing Jenny Calendar. She can still see bits and pieces of when Spike used this place with Drusilla as a hideout. A sense of rage and revulsion sweeps over her. There is revulsion remembering the things she did with him, and rage at the attempts to rape her, and his rape of Dawn. Spike wasn't going to walk away from this.

" Buffy!" Dawn calls out to her. " Over here… I think this is where he holes up."

Buffy comes over to where Dawn is standing. She hears someone moving around in the next room.

" Ok, Dawn you stay here, " Buffy says, taking out a stake.

"No, Buffy, please. Let me go with you," Dawns voice goes cold, " I owe him."

"No arguments, Dawn. Stay here. If something happens… I want you to go to Giles, get him here. Got it?"

Dawn has a sour look on her face, but she complies.

Buffy enters the room, catching Spike feeding off his latest victim. He turns, and there is a smirk on his face.

" Well, well, Slayer, I see you've come after the nibblet," Spike licks his lips of blood, " So, what? Do we catch up on old times, or do I just kill you now?"

"I'm shaking in my designer boots, Spike," Buffy mocks, " I always noticed, with you it's lots of talk, little action."

" Oh, I don't know, seems to me we had plenty of action together. Or have you forgotten?"

" No, Spike, I still throw up when I think about it."

" Now, pet, you seemed all willing enough when we were doing it. What say? A shag for old times sake?"

" You bastard!" Buffy, losing her temper, attacks him, pinning him against the wall.

" Ah, right, I remember. You like it rough, " Spike laughs.

" You want it rough, Spike?" Buffy pulls a stake, raising it to lunge into his chest, "I'll give it to you rough."

" No, Buffy, let me!" Buffy feels an iron grip on her stake hand. She turns, and sees Dawn, vamped out, looking at her with cold, dead eyes. " After all, what are sisters for?"

" Dawn?" Buffy whispers, stunned.

The last thing she sees is Dawn's fist smashing into her face.

" … they didn't kill her right away," Giles continues, " Spike took a page from Angelus' book, and tortured her. Physically, mentally, emotionally. He beat her, burned her and cut her. Worse, he had Dawn do the same, while laughing at her sister. They would do unspeakable sexual acts in front of her. Dawn would tell her how she was going to kill the rest of her friends, one by one, in front of her. Slowly, so their screams would echo in her mind. They took turns feeding off her, not enough to kill her, just enough to scare her. They took days to kill her, and in the end it was Dawn who killed her, and turned her."

Willow has turned ashen . She stands up quickly and runs to the bathroom. Sounds of her being sick can be heard by Giles and Faith. After a few minutes, she returns , pale and shaken.

"G, maybe we should do this later. Red's lookin' pretty green…." Faith says.

" No… no, go on… I've gotta know, " Willow says, interrupting Faith." I'll be ok."

Giles hand Willow a drink, which she gratefully accepts. He continues.

" The three of them went on a killing spree. Spike and Dawn were vicious, but fairly straightforward in their killing. Buffy, however, took a different tact. She would hang out , waiting for other vampires to attack. She would rush in, stake the vamps, and just as the victims were feeling safe, thanking her for saving them, she would turn, and attack them. It was her own little personal joke."

Willow can't look up. She feels like Alice in the looking glass house. Everything is backwards, and insane. Xander is dead. Dawn and Buffy are vicious killers. Faith is the slayer. She wants so badly to wake from this nightmare. It has to be a nightmare, this can't be real. None of this could be real.

" With all the killings, Sunnydale was becoming unlivable. I had to retrieve Faith out of prison. We needed a slayer," Giles says, looking at Faith.

" I don't get it, Giles. When Buffy died, why wasn't another slayer activated?" Willow asks, " Sorry Faith, no offense…"

" Yeah, none taken Red. I asked that too." Faith replies.

" Why wasn't another… what? … potential slayer… called?"

" Buffy … is out of the line. When she died the first time, Kendra was called. When Kendra died, Faith was called. The slayers no longer went through Buffy. The line goes through Faith," Giles explains.

" Oh."

" Yeah, sorry Red, you're stuck with me… til I die." Faith says, a tinge of bitterness coloring her voice.

" Look, Faith… I'm sorry, " Willow says quietly, " I didn't … know what the deal was. I was just shocked seeing you here, with Giles… acting like Buffy."

"Whoa, Red. Get a clue. Not Buffy, " Faith says adamantly, " Not even close. Not wanting to be, either. I'm me, got it? I'm just here because it's here or prison… and I'm still tryin' to figure which I hate least."

" I meant… being here, working with Giles… being the slayer…"

" Oh yeah, right… whatever."

" Faith has changed, Willow," Giles adds in, " She's not the same person … she was."

"Aw, don't get all gooey on me, G, or I'm gonna have to sock you again, " Faith says sarcastically. But there's an undertone to her voice. Something that says she's gained respect for the older man.

Willow shakes her head, as if trying to get rid of the debris floating around up there. " I still don't get it, Giles. Buffy… she had every opportunity to kill me… on my way here. But she didn't. Why not?"

"We cursed her, Willow, " Giles says. There's a strange look on her face.

" We tried to curse her, G, " Faith says, sounding doubtful, " I'm still thinking it didn't take."

" Faith" Giles cuts her off.

Faith gets a " Why do I bother?" look on her face, and looks away.

" Cursed her? You mean Angel's curse?" Willow asks.

Giles nods, " When Faith came, she took out Spike fairly quickly. After Spike was dusted, Dawn disappeared."


" She musta left town or somethin, cuz she wasn't … we haven't seen her in months."

" But Faith had a harder time with Buffy. Buffy was a slayer, and the demon in her body has all her memories. She knew all the moves, and was stronger than Faith now. More than once I feared Faith would lose."

" I coulda took her, G. I know I coulda…" Faith is upset, thinking he's denigrating her.

" Faith, I'm not discounting you," Giles adds, as if reading Faith's mind, " Just, she has the knowledge of a slayer, and the strength of a vampire. It's a deadly combination. You did you're best!"

Faith doesn't answer, she just frowns.

"We needed to stop her, somehow. That's when I got the idea of cursing her, " Giles says, quietly.

" How, Giles?" Willow asks, " you need an adept of certain skills to make that work effectively…"

" We got Amy to cast the spell, " Giles replies.

Amy? Amy Madison? But…

" Giles, Amy… at least, if I remember correctly… isn't into that kind of magic. She's heavily into the dark arts…"

" I know, but I didn't have any choice, Willow, " Giles looks away, " I had to do something…"

" Why… why didn't you call me?" Willow asks, wounded. " Don't you think I'd want to help Buffy?"

" You weren't ready, Willow. You still were recovering…"

" I see, " Willow sounds a little bitter.

" I'm sorry, Willow, I couldn't risk it… not after what happened."

" I know." But that doesn't make it any better, she thinks.

" Giles, will you quit fucking around and get to it? We called Red here because Amy screwed it up, it didn't work right, and we need her to do it again."

" Thank you faith, for that bit of elucidation, if a bit crude, " Giles sounds upset.

" I don't understand. It didn't work?" Willow looks puzzled.

"Well, it did and it didn't, " Giles says, quietly, "After the spell was cast, Buffy… stopped killing. At least we think she did…"

" I'm not sure about that one, G. There's lots of ways she could be covering up …"

"She said she stopped, and I believe her!" Giles says, pushed too far.

" Ok, ok, don't go postal on me, G. Just saying…"

" I'm lost, guys. I'm not getting any of this, " Willow looks at Faith and Giles, " clue me in here."

" After Amy performed the ritual, the killings… stopped. At least the ones we could clearly attribute to Buffy," Giles says, " then one night… she appeared at the door."

" She came here? But she seemed so…reluctant to come here tonight."

" It wasn't like with Angel, Willow. I don't know if it was because of what they'd done to her, but she was … different. She was angry… very angry. But she… was restrained."

" Like Spike's chip? Restrained like that?"

" No… something… whatever part of the spell that worked… that stopped her from killing. But … she no longer was the woman we knew, Willow. She was restless…more so than ever before, and resentful. It was as if she'd regained her soul, but it was tattered… she wanted to kill. I think she wanted to kill us…"

" Giles, I can't believe that. When I talked with her tonight, she was sad…not really angry" But Willow did remember the almost bitter way Buffy had said Giles… as if it were a curse word.

" I think she remembers who she was, and knows what she's become…and … can't take the dichotomy. She's disgusted with her urges, but they lurk there, just under the surface. I fear that someday soon she'll give into those urges… the soul … doesn't seem to be that strong…"

I think you think too much, Giles, " Faith says, interrupting him, " She's playacting it. She's got a soul, sure, but since when does having a soul make you good? I can use myself as an example…"

" No argument here, Faith, " Willow puts in.

" Thanks for that ringing endorsement, Red. But I know something about it. I've been there. I'm not saying B doesn't have a soul. I'm thinking that it doesn't make a rat's ass of difference. She's tasted blood, she knows what it's like to kill… and I'm thinking she's gonna do it again."

" I know what it's like to kill, Faith, " Willow says quietly, " I don't want to do it again!"

" Yeah, good for you, Red. But it's different with B. Think about it. If you didn't have your friends and family, Red, if you were all alone, had nothing but to brood over what you've done… felt no one cared, they just… were revolted by you… maybe you wouldn't be so…"

" Is this about Buffy, or you, Faith?"

"Right now, Buffy is me, Red. She's out there alone, hating herself, and hating the world. She's stuck with a conscience, but she's needing. She needs something… and she's gonna take it, if we don't help her."

Faith's tone makes Willow look up at her. She sees the concerned expression on Faith's face, and it surprises her.

" You care, don't you? You really care what happens to her, " Willow says, surprised.

" Don't try to do that psycho-crap on me, Red. Don't give a damn except how it concerns my ass. Don't like a super strong slayer-vampire out there, gunning for me," Faith sounds hard, but it's a lie. Willow can see right through it.

" Sure, Faith, got it" but Willow's not buying that story.

" As poorly as Faith put it, " Giles says, " she's on target. Buffy isn't herself. She's dangerous… and reluctantly, I have to agree with Faith. I think she might start killing again… and then it'll be to late."

" I don't understand, what do you want me to do?"

" I want you to perform the ritual again. You know it better than anyone, Willow. I suspect Amy shortcut it, either carelessly or by design. I don't believe all the things that made up Buffy's soul… were returned to her, and that something major is missing. Without it, I don't think she'll ever be…complete. I don't believe, as she is, she'll be able to deal with the blood urges."

Willow sits silent for a few moments, looking lost in thought. Finally, she speaks.

"Alright, Giles, I'll try. But I've got to warn you, I don't think the spell, as written, will do a whole lot of good. That's what I believe went wrong. I think it was designed for Angel, and I'm going to have to find a way to …modify it, so it fits for Buffy. The soul is like your fingerprints, Giles. It's individual. What works for one person, might not for another. I'm going to have to see if I can find the more about the curse. Also, " Willow says, almost as an afterthought, " I want to find a way around the ' happiness' clause. I want it to be permanent… not able to be lost in a moment of happiness."

" I understand, " Giles replies," how long will you need?"

" I don't know, Giles. It's going to take time… A week, maybe more."

" Gee, Red, hope she can hold out that long," Faith says, " maybe if we send her a hallmark card with like, " we love you, helps on the way, please don't bite anyone", think that'll help?"

" If you think you can do better, Faith, then do it!" Willow explodes, " I'm only human, give me a break, dammit!"

" Fine, whatever, Red. Just saying, don't take forever to get it done."

Willow puts down her glass, and stands up. It's obvious she's upset.

" I've got to go, Giles. I want to get started" Willow starts towards the door, " I'll call you when I've made some progress."

" Willow… please, don't be upset, " Giles says, and then turns to Faith. " Do you always have to antagonize everybody?"

" Hey, just stating my opinion. I mean, if you don't like it, you can get another slayer… no, wait, you can't!" Faith is on the defensive.

"Goodnight, Giles, " Willow says, " Faith. It's been… real. Wish I could say it was good to see you again"

" Yeah, I'm all tingly too, Red."

Willow, tired of this whole night, turns and walks out the door.

Unbeknownst to any of them, someone's been lurking at the window, watching.


Willow walks out into the blustery night, more confused than when she came. Her mind is on information overload, and she can't process everything they'd told her. She pulled her coat tighter about her, but it wasn't her body that was cold, but her heart.

Dead , all dead. My friends are dead. It just can't be true. This has to be a dream, a nightmare. They can't be dead. But she knows it's true. Giles wouldn't lie to her, not about something like this. She feels like someone just cut out her heart, and cut it to ribbons. She just wants to run away, get as far from this town as she can. Why stay? What's left for me here? Buffy. She can't leave Buffy, not the way she is. She thinks about her conversation with Buffy earlier, how she tried to deny all the clues given her. She didn't want to … she couldn't think… that something had happened to her. It was right there in front of me, and I didn't see.

She knows that once she figures out how to restore Buffy's soul, she's going to have to leave. She can't stay here… can't watch Buffy live in the shadows, inhuman with a human soul. Already thinking back, she can see the … madness lurking just behind her eyes. She can't watch as Buffy tortures herself forever. She knows that's exactly what Buffy will do.

Maybe it'd be best to kill her. Release her, let her be free. I already brought her back to what she thought was hell by bringing her back to life. I owe it to her to let her be free. Willow can't do that. She knows it would be the truly right thing to do, but she can't bring herself to do it. Buffy's all she has left. Tara, Xander, and Dawn are gone. Giles is here. But after what happened, how close can she be with Giles? He's always going to be watching me, making sure that I don't … slip… again. Then there's Faith… oh yeah, scary that. She's the slayer now, but …

At that moment, Willow feels someone grip her arm tightly. She whirls around, ready to cast a fireball at them when she sees it's Faith.

" Goddess, do you have any idea how close you came to being incinerated?" Willow says, reversing the spell so the fireball forming will disappear.

" Hey, Red. Sorry to startle you. But … I didn't want you walking home alone…" Faith says.

" Thanks … I think… but I can handle myself, " Willow pulls away, starting to walk home.

" Red… wait!" Faith catches up, blocking her, " look, can you stop? Can we talk to each other… for a second?"

"Faith, " Willow is in no mood for her right now, " I don't see any reason to talk. What's the diff? You're the slayer now, I'm gonna help you with the spell… what do we have to talk about?"

Faith looks at her keenly for a moment, then shrugs, " Maybe you're right, Red. Maybe nothin'. Sorry, I thought…" Faith turns away, walking back towards Giles's.

"Stop, wait, " Willow calls out, going to her," This is stupid. I'm sorry… I just… with everything tonight… I can't deal well."

" Yeah, I get it, " Faith reaches out and cups Willow's shoulder, " kinda wish G hadn't dumped everything on you like that."

" Naw, I had to be the dump-ee… I didn't have a clue," Willow admits. " Look, you wanted to say something…?" Willow changes the subject.

" Oh, yeah. Crap." Faith looks off balance.

" Crap? That's what you wanted to say?" Willow gives Faith a sidelong glance.

" No… I just … I'm not good at this, ok? Not big on the apologizing… it's kinda hard. Figured I been crapped on enough in my life, I'm in the owed and not owing column. But… I really … I was a bitch, ok?"

" Are you apologizing to me?" Willow says.

" No, to that lamppost. I kicked it last night, " Faith says, sarcastically.

" You know, I'd almost believe that more than you apologizing to me, Faith," Willow says.

"Shit. See? This is why I don't apologize. Make it hard, why don't ya?" Faith says, feeling irritated.

" I'm sorry, really, " Willow says, " I just can't get my mind wrapped around it."

" Forget it. It was a stupid idea…" Faith starts walking off again. Willow stands for a second, then gets that " Oh, hell" look on her face, and runs after her.

" Wait… wait, wait!!!" Willow says, trying to get in front of Faith. " Stop, ok? Please!"


" I was a bitch, too. Ok? Just you and me talking without you having a knife to my throat? Real weird. But… I don't want to … can we find someway to try to not fight all the time?"

" You're apologizing, to ME?" Faith mocks her.

" Without the sarcasm?"

" Red, I didn't…"

" Willow," Willow states simply.

" Huh?"

" Call me Willow, or Will… but not Red, ok? Really tired of that. I know what color my hair is."

" Whatever… Willow, " Faith shakes her head, " I didn't want this, ok? I really didn't. When Giles came and got me, told me what happened… I wanted him to just stop it, stop lying and go away. I didn't believe it, because I didn't want to believe it. I know you thought I hated you, but I didn't."

Willow doesn't respond.

" I didn't want it to be this way, Willow… I wanted to be slayer, sure… but not like this. If there were some way I could change things, I would… I never wanted her dead…"

For the second time that evening, Faith surprises Willow. She sees a genuine regret and sense of loss on her face, in her manner, in her voice.

" Lots of the stuff that came down didn't have to go the way it did, except for my stupid pride and hers. I know you probably don't want to hear this, but we both, me and Buffy, fucked up. We could've…aw shit, this is just not going the way I want it to go… I can't make it up to you, or her, or anyone… but … "

Willow puts her hand on Faith's shoulder. " I get it, Faith. Past is past, and done. Lets just start today, and play it one day at a time…"

" Yeah…" Faith looks off, then down the street. " Let's get you home."

" I'll be fine… it's only a couple of blocks."

" I know, but I don't like you being out alone… it's dangerous."

" I'll. Be. Fine. … really. I need time alone… to think, to sort things out."

Faith sees she's not going to change her mind. She reaches into her purse and takes something out. She hands it to Willow.

" Take it," Faith says, " You should always have one with you… in case."

Willow looks at the stake like it's a snake… but takes it.

" Ok, then. Goodnight, Faith" Willow turns and walks away.

" Goodnight, Red… er… Willow, " Faith watches her go.

Then quietly follows her.


Willow walks the few blocks to her house without incident. She walks as fighting against the wind, leaning forward, pushing herself to move. No matter how she tries to spin it, this night has been too weird for words. All she wants is to curl up and go to sleep… and hope things seem better tomorrow.

She climbs the steps to her porch, and heads for the door when she hears a sound. She turns, and a figure emerges out of the darkness. Afraid, Willow brings up the stake, ready to fight… then the moonlight reveals it's Buffy.

Buffy sees the stake, then looks into Willow's face. Her own expression is grim and sorrowful.

" I'm guessing they told you, then," Buffy says, leaning on the porch rail.

" Yes," Willow says, tonelessly, " why didn't you tell me?"

" How could I, without you thinking I was insane? Or, " she vamps out, " you running away, screaming."

Willow feels a thrill of fear run through her. She stands, motionless.

" Even now, I can smell you're fear, Will." Buffy says, changing back, " you think I want that?"

"What do you want, Buffy?"

Buffy laughs, mirthlessly. The sound is hollow and bitter.

" What do I want? I want my life back, Will. I want to be alive again, Dawn in school, growing up. I want Xander alive… and my hand ripping out Spike's throat. I want to change all the things I screwed up. I want to live, Willow… and I can't …." Buffy in her anger, grips the porch railing hard…and breaks through the wood. " Damn… sorry."

Willow looks at the shadow of her former friend. It occurs to her how much like a mirror image she is of herself. Her living self. The same but opposite. Where she was confident, full of life, a powerful force of nature, now she's merely a shadow, a mockery of herself, bitter, angry , and sad. Her heart breaks looking at Buffy.

" Stop it," Buffy hisses.


" Feeling sorry for me. I hate that. I saw that look in their faces, " Buffy says, meaning Faith and Giles, " It can't change. I'm a monster stuck between good and evil."

" That's not true, Buffy…" And suddenly, Buffy is on her, pinning her to the wall.

" It's true, Will. I'm a vampire. I exist by drinking blood. Anyone's blood" Buffy gets right into Willow's face, her eyes hard and cold… and for the moment, human.

Willow feels sick with fear, and struggles to get away. Buffy releases her and turns away.

" Shit, that's not what I want. Just, don't ever forget even for a second what I am, Will. Never!"

Willow pants, trying to catch her breath. " Buffy…"

Buffy turns back to her, her pain etched plainly on her face.

" Gone, it's all gone, Will. Everything's gone, " Buffy says, her voice choked with tears. " He took everything from me. He took Dawn, he made her a monster… oh god, what he did to her…"

"Buffy," Willow comes over, to try to comfort her, but Buffy waves her off.

" No… she hated me, Will. She blamed me for what happened, for everything. She … hated me…"

" That wasn't Dawn… just the monster that took her body."

"No, I mean after, " Buffy says, voice low.

" After?" Willow's confused.

Buffy looks up. Her brow furrows.

" They didn't tell you?"

"Tell me what? What?" Willow is getting even more confused.

" They cursed both of us, Willow… didn't they tell you that?"

Willow shakes her head.

" Figures, " Buffy says, cynically," they don't want to think about their mistakes… they had Amy curse both of us… and it worked… but Dawn…when she remembered, couldn't handle it. It drove her over the edge. She went… ballistic, Will. She tore into me, trying to kill me, blaming me, " Buffy's voice turns sorrowful, " how could I blame her? She was right… it was my fault…I finally calmed her down, got her quiet. She slept…or so I thought… but when I woke the next night… she was gone."

" Buffy… once she comes to grips with it… she'll come back…"

" No, you're not getting it! … I left the place we were hiding in, and… I found this…in a pile of ashes…" Buffy hands something to Willow. It's a gold necklace, with the name "Dawn" spelled out in script letters. Dawn never took it off.

" I don't…" Willow starts… then it hits her, " Oh, god… Buffy…"

" She's dead… really dead now." Buffy says, turning away." She must've just stayed outside til the sun came up…" Buffy's face takes on a strange, unreadable expression, "gone, gone , all gone now," she says in a sing song voice, " he took it all and ate it up."

Willow stands staring at her friend, not able to react, do anything but stare.

" So alone Will, I'm all alone now. Nothing left. No family, no friends…all gone"

" I'm your friend, Buffy"

" Really, Will?" Buffy says, turning towards her, vamped out again. She runs her tongue over her lips and fangs. Her amber eyes shine menacingly in the moonlight, " then come, give us a kiss."

Willow makes a choking sound. Buffy changes back to 'normal'.

" Thought not, " Buffy turns away, " I've missed you so much , Will. Missed talking with you, hanging with you, watching silly old movies with you… everything."

" I've missed you too, Buffy" Willow says truthfully.

" Have you, really?" Buffy looks deeply into Willow's eyes, and her face softens, " Maybe you have, Will."

" Yes, I have, Buff, " Willow says, softly.

" I love you, Will."

" I love you too, Buffy, " Willow says, not understanding.

" No… I love you, Will." Buffy repeats, changing the emphasis.

" Oh" is all Willow can think to say.

" Funny how it took me dying… again… and becoming an inhuman monster to tell you that, huh?" Buffy laughs, her laugh chilling.

" Buffy," soft, Willow's voice is so soft, like velvet.

Suddenly Buffy is right there, in front of her, holding her at arms length, but holding her. She looks deeply into Willow's eyes." I'd never hurt you, Willow."

" I know, Buffy."

" We could be together forever, Willow" Buffy says, leaning in closer.

Willow feels her heart hammering in her chest. But she can't move… she doesn't want to move.

" Forever, Willow. Forever young… never grow old, loving each other."

" Buffy, " Willow's voice is almost a plea.

" No worries, no pain, Will. It all goes away. No heartache. Think, Will. The pain, the sadness, all gone, all gone." Buffy leans closer, her breath tickling Willow's throat. Unconsciously, Willow arches her neck towards Buffy.

" So sweet, to be free of the hurt… so sweet…" Buffy hands pull Willow closer, her mouth touching her neck, " It'll only hurt for a minute, darling…" Buffy vamps out, her fangs piercing Willow's neck…

And for a moment that lasts millennia, Willow wants it. Wants to chuck off the pain, the humanity, give in and let Buffy take her, make her free…

" Nooo… get away from her!" Faith calls out, running towards the porch.

Buffy backs off, growling. Willow's eyes fly open, and she sees the Buffy's vampire aspect up close… too close. She screams, and Buffy backs off. Without thinking, Willow plunges the stake she has in her hand into Buffy's heart.

Buffy's eyes widen, and her face morphs back into her own. Her eyes are sad, lost, but she smiles.

" Thank you" She mouths, and crumbles into dust.

Willow watches Buffy dissolve. For a moment, she just stands there, not doing anything, not moving.

" Are you ok? Did she hurt you?" Faith is on the porch. She sees the wound on Willow's neck. " Oh, god, she bit you!"

" You were right… I need to carry one of these, " Willow says, holding up the stake, almost as if in a trance. Then her knees buckle under her, and she falls to the floor. She starts crying…softly at first, then louder, as the pain hits her like a bus.

"Gone, all gone, " She cries, between body- wracking sobs.

Faith kneels next to her, holding the grieving woman as Willow collapses into her arms.