One of her neighbors played jazz and blues at sundown. Although she had never cared much for instrumental pieces in the past unless they had some kind of up-tempo twang, this music fit her mood. Really, under the current circumstances, it was the only kind of music Fred could tolerate. The wavering strains of the Standards set in sax and trombone echoed against the buildings and swirled up to her rooftop, the notes distorted like a broken music box. Tonight's medley began with "All Blues" – almost comforting in its familiarity, no bop chorus beating on the brain. The whine of the trumpet like the sound her heart made whenever she chose to indulge in regret. Besides, tunes with words hurt more, made too much sense, as the next song made painfully obvious. Lush strings greeted the introduction and the croon of Dinah Washington pierced the back of Fred's throat with longing: What a difference a day makes... One day changed everything. Now ten of them had passed, all strung up together like hangmen, the ending of each one bringing with it a little more loss.

", that's what you called it?" the voice of her new roommate interrupted her thoughts. "The timbre of it twitches against the flesh like a contagion. What is the purpose of such an irritant?"

Fred sighed, feeling that all of her answers had been taken already. This past week made her wonder if she would ever welcome motherhood, the terrible twos and their inevitable "why" stage: Why is the sky blue, mommy? Why is the grass green, mommy? Why do bad things happen to good people, mommy? The offending inquisitor stood in the periphery of her vision and she could not make herself face it. No, she decided. This had to be very different from motherhood, very different indeed.

With a child, she would feel some excitement about sharing the world with a new soul, experiencing that joy and wonderment at revisiting the world through fresh eyes. Nothing about this creature could be described as "fresh" or "new," and nothing Fred felt registered anything like excitement.

"Some people like it, is all. It's art, like the paintings I showed you in those books? An artist's interpretation of the world, only through those notes of sound instead of color," she explained wearily and then forced the next words out: "Do you understand?"

The thing made a sound like a snort of derision. "I do not understand the creation of useless noise that pollutes the air like an infection. It offends me. End it."

"I'm not playing the music," Fred mumbled. "I don't have any control over what people do in their own apartments."

She heard a shuffling noise and knew the figure stood behind her, knew it stared at her with a maniacal twist to its head. It continued to question what it called her audacity to challenge a direct order. "You underestimate the control you possess. The control I could imbue in you if you would have it."

"I won't," Fred answered savagely, throwing her guard back up against him, a reminder of the stand she'd taken earlier in opposition to him – a proposal that made her take to the rooftop, seek air and space. "Besides, I couldn't stop that music if I wanted to." She finally turned around, leaning back on the roof's balcony to bolster her. "And I don't want to."

No matter how she tried to prepare herself, the spectacle she faced never ceased to send a jolt through her. A face and appearance so familiar and dear, yet at the same time, so much a stranger. Take an attractive male form and shoehorn into it a millennia-old parasite with a sword fetish and an attitude, this would be the result: human skin scarred by the amphibious complexion of the thing, as though Illyria's life essence of destruction had tried to explode out of the body. Joints and hairline speckled blue, lips leached into a frosty gray, but the face… No denying whom it once had been.

"You are the most insolent Qwa'ha Xahn I have ever had the misfortune to attend me," said the man-not-man, his British accent not raucous and streetwise, but clipped and efficient. He shook his head in disgust, barely disturbing the blond hair with bruise-colored roots, slicked back in half curl and gleaming sterilely in the moonlight. "You humans are ill-designed to serve any master, never mind one of my stature."

"Then dismiss me," Fred urged, hearing the response come out as more of a call for mercy than a demand.

"Be assured that I am most amenable to such a thought," he curled his mouth in an approximation of a leer. On Spike, it could've been teasing and full of mirth, provoking her own lips to turn up in kind. Yet this thing took the same face, the same features and twisted them into something perverse. Or maybe, she thought sadly, maybe she just missed her friend.

"However, you eliminated the one human who could have borne his duty to me with skill and deference. The laws state that you must fill his place."

"Whose laws?" she shot back.

He smiled then, truly smiled as though he savored her response. "Why, mine of course."

Fred looked at this thing that called itself Illyria and searched its face for some reason to keep it alive. Each day, it got a little harder to muster up sympathy for it. Ten days since they'd lost Spike and gained Illyria. Which, Fred frowned, almost counted as a double negative. Some people left bigger holes of loss than others. Spike's seemed more like a crater. No one left to challenge Angel or question their allegiances, no one to push to the front lines when it came time to fight. No one to give their consciences a well-timed poke, either dropping by unannounced in the boardroom or the lab. The lab. She'd found it too hard to go back there again.

"You must agree that it is reasonable to comply with me," Illyria said softly, stepping closer to her so that she could see his eyes. Spike's eyes. Still blue, almost tragically so, and very similar to the ones she remembered: the ones that had so generously calmed her for her inability to save him the first time. She doubted that she had earned it again.

Her throat turned dry. "Reasonable."

"To a female of your species engaged in the pursuit of reason, what you call your science, you must appreciate my value," he drew himself up with something that looked like pride. "I am nothing if not a bastion of reason."

"I guess it's easy to be when you make up your own rules," she noted bitterly. "When you're not concerned with taking another life in order to get your own."

"You should not concern yourself with it, either. I have elevated the half-breed to a distinction he never would have attained without my rebirth. Still, I retain his memories, many of his mannerisms. I will demonstrate," he said and began to turn the mouth into Spike's familiar smirk.

Fred shook her head. "No, please, no."

The lips turned down. "Very well," he said curtly. "But your refusal only injures yourself. I do not require your permission to exist, merely the information you provide me."

"To conquer," she whispered.

"To continue," he replied. "Which I will do regardless of what emotion you display."

He removed his dark gloves. "Your form is not displeasing to my sight, when it is not lined in this manner. Here," He reached a blue-speckled hand to her cheek and gently traced the tense muscles of her jaw. "And here," he swept a blue fingernail across her worried brow. "Remove the creases of your discontent. Now."

"If you want to exist with us you can't order us around," Fred replied, relaxing her face into blankness and boring back into the eyes that searched her. "Now what did I tell you to say?"

Watching her, his face melted into approval of her acquiescence. "Ah, yes, one of your human affectations. I will deign to use it now," he nodded. "Remove them. Please."

Fred pressed her lips together and turned away from him, back to the lights of the city and to the waning notes of the blues.

"That's a good boy."