"Mornin',"Knox smiled nervously. "So yeah, ready to start the day with a fresh new specimen? Let's dive right in, huh? You first." He took a step into the lab, his smile lopsided and eager, his eyes dancing and crazy from something more than too much caffeine or sugared cereal. When his eyes rested on Spike's body, he stopped mid-stride and his grin faded.

"Oh," he said. "I see you already got started. What gives, he go all Ghostbusters again?"

"No," Fred said lowly, trying to keep her voice steady. "He seems to have gone all...dead."

"Really?" Knox frowned. "Well, geez. Go figure, huh? I mean, he's not dust, so it can't be any of the usual vampire mortis. What did you do to him, boss?"

Fred pressed her lips together angrily. "I didn't do anything to him."

"Yeah, see, you say that, but this?" He walked quickly over to the sarcophagus and knocked his fist on the top of it. "This is deader than the vamp on that table." He rolled his head back in frustration like some annoyed teenager. "Aw, come on. You've gotta be kidding me! It wasn't supposed to be like this!"

"Like what?" Fred cried, backing up away from Knox and pushing Spike's gurney along with her. "What do you think you're doing?"

Knox looked at her helplessly. "I wanted it to be you. I loved you, Fred."

She cleared her throat. "I know that we talked about that before, Knox, how I don't feel about you 'that' way…"

"No," he said impatiently. "I'm glad you didn't date me, really, when you get right down to it. This way, would've kept us together. The two loves of my life, right in the same body."

"Who?" Fred managed to ask.

"Well, you, of course, you're the body part," Knox chuckled, a dreamy look passing over his face. "And Illyria. My destiny." He sighed and his mouth twisted into anger. "And now you think I'm gonna waste my destiny inside some crappy vampire? I don't think so!" He lunged and made a grab for Fred.

Wheeling the gurney into Knox's legs, Fred ducked under it and slipped away, barely keeping her hand from scraping against the shards of glass on the tile. She'd have to be careful, like Wesley said – with a crazed Knox now in pursuit of her for God-knew-what and the entire lab floor a certain death trap. Regaining her balance, she closed her hand around the curved lip of what used to be a beaker, the jagged edge of its broken hull glistening menacingly. Certain death. Behind her, she heard Knox push the stretcher aside and Fred reared back with a yelp, wielding the glass wildly into the air.

For a moment, she neither heard nor saw a thing. As though in slow motion, she looked at the piece of glass in her hand and saw the blood dripping down her arm. She blinked and looked to Knox, who still reached one hand out to her in supplication, the other wrapped around his bleeding throat. Gurgling, blood spilling down his chest from what she guessed had to be the severed carotid arteries and jugular veins, he finally shuffled one last step forward and pitched headfirst into a pile of broken test tubes. A second more and she would have been the one to drop to the floor, she thought. Although, had she spent a second less in her office with Wesley, perhaps no one would've had to fall at all. Fred let the glass slip out of her grip and wrapped her arms around herself, squeezing her eyes shut, and willing the tears to come.

"You are eager to serve me," came an ominous voice from the stretcher.

"What?" Fred jumped back and skidded on the floor. The picture of calm, Spike sat upright on the table. Too calm, she recognized, for it to really be Spike.

"You have killed my Qwa'ha Xahn. Thus, you have assumed his place," the voice continued. "If it is a contest you sought to win, human, you have gained the advantage. You may kneel before me and receive your reward."

"Uh," Fred looked at the floor littered with glass.

The thing arched Spike's head back, rolled his shoulders, like a large man making due with a shirt a size too small. "I will allow you to make your blood my trophy in celebration of my rebirth. A pittance of an offering, upon which I will blame your ignorance. In time, I will instruct you how to revere me properly. For now," he pointed to the floor. "Kneel."

Fred thought of Knox's last words, so few that made any sense. The sarcophagus had borne this thing out of it and into Spike. "Rebirth," the thing said, like possession? Like necromancy? Spike's skin had turned dark through his scalp, like he'd been charred straight through. No. Like murder.

"Illyria," Fred whispered, the only word Knox had spoken that had no antecedent in her mind.

The thing slid off the table and stalked over to her. "First, you spurn the opportunity to venerate before me. Now you would presume to speak my name? How must I appear that you would revolt me with such audacity?"

Fred looked around the lab tables, spying a shiny metal tray next to one of the microscopes. She picked it up and breathed on it, buffing it with the hem of her lab coat to reveal a near-mirror finish. Wordlessly, she handed it to Illyria.

He snatched it from her and stared into it. He raised Spike's eyebrows up and down, scowled, stuck out his tongue.

"Magicks? I see no image of myself. How did you worms accomplish this?

Is it of your sciences?" In a gesture of disgust, he whipped the tray across the room.

"That's right," she said, masking her own shock. "You have no reflection. You look, well, like the male version of me."

He narrowed his eyes. "This is how you repay my glory? You resurrect me into the body of a human?"

"Vampire, actually…" Fred mumbled. "Mortis includes decapitation, wood piercing the heart, sunlight, sacrificial water…"

"Silence!" he roared. "Vampire," he enunciated the words with distaste. "My power could not be contained by that as primitive as a vampire. I would burn through its carcass and leave ashes in my wake."

"And yet," Fred muttered. "Here you are."

He glowered at her. "That is why you refuse me. You see me as the vampire, deem me below even the likes of you, a scurvy human."

"No," she said, biting her lip. "It's just the whole kneeling on glass thing? That's not how we do things anymore."

"We."

"Humans."

Illyria continued to glare at her. "You speak of your behavior as though it has consequence in the world."

"Kinda," she hedged. "We're sort of all over the place. The world, that is."

Illyria paced for a moment. He walked over to the sarcophagus and slammed his fist down on one of the crystals. From a small, circular opening on the lid, Fred watched a dark colored membrane slither out and over Spike's fingertips. It expanded as it wound its way around Spike's body, beginning with his hands and inching into the cuff of the duster that still clothed him. Illyria bent his head back and Fred watched the fabric of Spike's clothes and the leather seem to liquefy under the mass, until all of him appeared cloaked by a brackish armor.

"Oh," Fred wavered. "You sure you didn't want to undress first?"

The collar of the duster had been molded around Spike's neck, giving this Illyria a rather ceremonial decoration, as though he trailed a cape made for a king. "This body is more feeble than yours. I must bolster it with all of the protection I can." He smoothed his gloved hands together. "I understand that my rebirth came in haste. If the world is truly overrun by humans, then I am delayed for the work I must do. I will start with them."

Fred looked over to the door of the lab and saw her boys – Angel, Charles, Lorne and Wesley, the cavalry arriving at last – stuck in what appeared to be a perpetual state of slow motion.

Her fingers flew to her mouth. "What have you done to them?"

"Merely suspended them until I could expend upon them my full attention," he cocked his head at her. "They seek to destroy me."

"Returning the favor," she replied somberly. "For Spike."

"That is what you choose to call the shell I am in?" Illyria asked. "One of many of its titles. It matters not. Stand back, human, and revel in the glory of your king." Illyria held up one gloved hand and fixed upon the men with a stare of concentration.

"Take me."

Illyria's gaze turned to Fred. "You challenge my right to eliminate these adversaries? For what purpose?"

"Take me," she said again. She found herself stumbling to him, half falling into him, clutching him first for balance and then in supplication. Her hands slid uselessly over the breastplate of the thing, feeling the cold knitted tissue slip out of her grasp. "Please. You were supposed to have me in the first place, to be reborn in my body. Bring Spike back and take me instead."

Illyria plucked her hands off of him and held them tightly. "You seek to save what's rotted through. This carcass is bound to me. I could not change that if I cared to. Moreover, you are bound to me by the blood of my Qwa'ha Xahn. That I could change. But I do not care to."

"Why?" she sobbed.

With a fluid motion, Illyria whipped his head around the room. "This place, its tools. A crude repository of discovery. It is your domain, is it not?" Fred nodded.

"More than destruction, I desire knowledge. Through knowledge, I will regain my power, return to my temple, fulfill my immaculate embodiment of rule," he looked down to her. "You and this domain of yours will assist me. Or you will observe the deaths of the fellow humans you bleat for," he waved a hand to the door. "And all like them."

Fred drew a shaking breath and hoped that the look she gave Illyria held all the contempt and suspicion she felt for it.

"So you're saying you're gonna take over the world. You're just gonna do it tomorrow?"

Illyria pursed his lips. "Your measurement of time is inconsequential. Once I raise my army, your humans will perish regardless. In truth, I postpone the inevitable to provide you with the illusion of choice."

"Oh." She pulled her remaining hand out of Illyria's glove. "Well, thanks for that, I guess."

"It is an unfortunate consequence of the shell," Illyria answered, with a trace of a sigh. "It felt affection for you…" he paused, as though listening. "Winifred Burkle. Vampire memories of sentiment are like the bitterest swill in my mouth. But they will be valuable, if they augment your duty to me."

Fred glanced over to the door one more time, at the men, her friends, hovering mid-scramble, eyes wide and wild and begging for release.

"There's just one thing."

"Speak."

"What's a Qwa'ha Xahn?"

Illyria explained. In time, Fred imagined that he would expound on whatever she asked. She guessed that he liked the sound he made with Spike's vocal apparatus, how its pontification took on a certain charm. Perhaps that's why he drew some explanations out, took his time in elucidating every detail. Even over ten days.

A Qwa'ha Xahn: a priest, a guide, a translator, an ambassador, a disciple, an attendant, a guard, a confidante, a supplicant. And tonight, he told her, a vessel.

Fred wrinkled her nose at him, looking up from the heap of texts at her small kitchen table where she did her research. "How's that again?"

Illyria had looked smug. "I did not think you understood the full breadth of your designation. It appears I have expected conduct from you that you had no means of supplying. I…" he hesitated, looking troubled. "I…apologize."

She could not shirk the meaning behind his apology, nor could she stop feeling somewhat sick. When she thought of herself and a "vessel," she kept picturing the splinters and fragments of shattered glassware from her lab. He couldn't mean…no.

"Now you have the requisite knowledge of your role to me, in all of its permutations," he continued. "I suppose I must give you the opportunity to respond." She felt his hand press on her shoulder. "Will you consent to be my vessel, Winifred Burkle?"

Her mouth went dry. "You're…asking me?"

"Let us convene out of doors," Illyria said. "This atmosphere is oppressive."

Fred nodded quickly and closed the book with trembling hands. "You can say that again."

Illyria cocked his head at her. "I have already said it once. What would be the purpose of repeating it?"

"Never mind," she sighed and took him to her rooftop, where not even the night air could clear what brewed between them.

"While I waited for you to uncover my palace and temple, this world held some value to me, some interest. Some assurance of meaning. However, since the deterioration of my power that your companion forced upon me," Illyria shook his head. "It appears that even my own kingdom is lost to me now."

Fred folded her arms and leaned against the building's ledge, trying to keep her distance from him in both mind and body. "So you don't want me to find it?"

"There is no reason," he replied. "I cannot return to my army in this form. I would be slaughtered on sight for being a mockery of their true leader." He gave Fred a sidelong glance. "You proved to me as much when you arranged my meeting with the Slayer. I saw too clearly that my followers would experience a similar reaction upon facing the appearance of the half-breed."

She had no idea how to respond and finally felt that wellspring of sympathy wash up within her again. "I'm sorry."

"Your apology is unnecessary," his lips softened from their usual stern line. "But appreciated."

"So," Fred dared to walk closer to him. "What happens now?"

"I do not wish to die."

"Of course not!" she gasped. "I wouldn't think…" The need to lie dissolved on her tongue.

"I do not wish to conquer."

"Okay. Well, in that case, I should call Angel, see about getting you demon-hunting or something…"

"I wish to continue."

Fred stayed very still. "Illyria," she said, his name sounding so odd coming from her mouth. She never used it. "What does that mean?"

"You are female. The ideal vessel with which to contain my essence. Had I indeed been born into you as the other human had intended, this ritual would have been somewhat…different."

"I'll say," she gulped.

"You will say what?"

He didn't get it. Figures of speech. Or, she thought, maybe he did get it all too well.

I will say no, she thought. No, no, no, no. A thousand times no.

It took this clammy night full of protean music, an unsettling offer from an animated corpse, and a dangerous lack of sleep to make Fred finally realize her purpose. The true meaning of her pursuit in one bastardized body: for while Illyria exhausted, frustrated, and terrified her, the fascination drove her on. Fred simply could not leave him alone, and her cheeks burned to think of it. Knowing how damning, weak and vulgar her behavior had become made no dent, although it did explain for her why normal folk feared scientists and their craft. Why the first scientists, the shaman and witches, got banished from their villages. In her pursuit of elusive Illyria, Fred had become her own proof that when caught between humanity and knowledge, the knowledge would always win. Illyria understood this; unlike Fred, he made no attempts to conceal or rechannel it. If they believed that bastard Doctor Sparrow, Spike's soul had been consumed in an instant. Fred wondered if hers had already followed at a slower pace -- tapped in small doses, a little more disappearing every day.

"Just think of it," she said. "As one more experiment." She took one of Illyria's cold marble hands and placed it around her waist. "Okay?"

"Of course," he agreed. "What else would it be?"

She shrugged and tentatively moved against him. The cool leather like flesh, pliant and receptive under her skin, sending her whole body into a pang of need for him, to know – to know all of it, all of him.

He looked down at each of their waists. "Humans continue to mate in this way?"

"Last I checked," Fred answered shyly. "It's been a while."

"I will endeavor not to hurt you, but of course I can make no guarantees."

"Well, that's a relief."

He paused. "Do you wish me to take his appearance?"

"More than you know. And you can't. I know that, too. Now."

"So this will suffice."

"Yes," she said, realizing the truth of it. "You will." He ran his bare hand across her cheek, down her throat and swept over the hard points of her breasts in the pure wonderment of exploration. A soft moan slipped from her tongue and his lips turned up in contentment.

"Now that," he whispered, moving over her at last. "That is music."

END

Request by flurblewig for the Fred Ficathon, organized by thomasina75

Pairing (if any): Fred/Illyria
Up to two other characters you want included (optional): Buffy, Angel
Three things you want in your fic: Illyria took Spike's body instead of Fred's. Angel and Buffy's reactions to the relationship. Hints of previous/existing A/S.
Two things you don't want in your fic: Character bashing, fluff.
Rating Preference: Up to R