(Buffy's POV)

Buffy walked down the stairs to the basement, toward where Spike was sitting on

a cot, his wrists chained to the wall. "Hi, Spike," she said, in a soft voice, as she came to sit next to him.

Spike smiled a little bit at her. "Hey," he said.

"Giles left," she said. She smiled at him a little. He was looking at her with that open gaze, showing that he trusted her without a doubt to do what she pleased.

"Gives all a breather then, eh?" Spike asked, looking at her.

"From Giles?" she asked. Confusion marred her voice.

"From the constant pitter patter of clomping teenage girly feet," he pointed out.

Buffy giggled, but then she became serious. "Why are you chained to the wall?" she asked.

Spike glanced down at his wrists. "It's safer this way,"

"You've been fine."

"Not taking any chances."

"I still don't think it's necessary," Buffy said. She averted her eyes from him and stared at the concrete floor of her basement.

"Buffy, Luv?" he asked. His voice was soft and caring.

Her eyes traveled back up to his. "Spike?" She asked.

"Ow," he said.

"Ow?" she repeated.

Spike screamed as pain shot through his head.

"Spike!" Buffy panicked and unlocked the shackles. "What's wrong?" She grabbed his head, placing her hands over his as she tried to figure out what was wrong. The chip. It has to be the chip. She maneuvered him upstairs and onto the couch. She laid him down with as much gentleness as possible and his screams stopped.

"Popped a blood vessel," Spike said. He touched his bloody nose with a weak hand as he wiped the crimson liquid away. "Never had anything like that before." He rubbed his temple. "Feels like fireworks were going off inside my head."

Buffy ran to the kitchen and got a damp cloth and came back in to wipe the blood from his nose. "Can't I do anything?" she asked, sitting beside him. Her heart hammered in her chest from the trauma she had just seen Spike go through. She was used to Spike being strong and ever since he'd come back from Africa, he'd been… frail. Every time she turned around, he was in danger. His helplessness scared her.

What if something happened to him when she wasn't around?

"Not much you can do love, unless, you're a brain surgeon I'm stuck like this."

He was lying. He was still rubbing his head, so it still hurt. Anyone with eyes could see that.

Buffy swatted his hand away and massaged his temples, hoping to ease his headache. "That's why you're popping blood vessels." She sighed. "Stop doing this to me, Spike. Keep scaring me like that and you're going to have to find a new Slayer."

Spike closed his eyes and relaxed. "I have no right to your affections, but I'm too tired to care. If you wanted to rub my head, then go right ahead. I'm not the one to stop you."

Buffy smiled and thought about lying down with him, but too many emotions conflicted in her. Is that what he needed? Would it help him if she lay with him or would it be for her own selfish reasons to reassure herself that he'd be okay? Screw it. She climbed off the floor and lifted his head with care. She sat down and lowered his head onto her lap before she continued her ministrations.

Spike tensed up. "Buffy, luv… what are you doing?"

"Lie still. It'll help you feel better."She savored his nearness. He even called her Luv. He hadn't done that in a long time.

Buffy stayed on the couch with Spike's head in her lap, until trouble brewed. In the dining room, Buffy heard Andrew squeal and Xander yell about the First being. She grumbled and eased out from under Spike. She laid his head back down and headed into the dining room.

(Spike POV)

Spike lay in Buffy's bed, as she tried to sort out what happened to Red. Being turned into a man wasn't exactly anyone's cup of tea. All he gathered from Buffy was that Red was with one of the mini slayers who was sick and then boom, she was a man. He didn't catch the details. He didn't want to catch the rest of the details.

The attacks lessened, but something wasn't right. He didn't think it was the First and one of its attempts to lead him to the dark side. His chip was failing. That meant that Buffy would have to kill him. He knew. He buried his face under her pillow and reeled in her scent. She still used vanilla shampoo on her bouncy hair and there was a faint scent of… lavender? He thought it was lavender. "Must be new perfume," he said. But it smelled distinctly of her.

He heard her calling the army bloke. The last time that pounce came to Sunnydale, Spike and Buffy fell out. Actually, Buffy dumped him; not that he could forget that. He didn't want to risk losing her again. He didn't. Buffy was his everything, and they had gotten past most of their issues. He didn't work this hard for her forgiveness to lose her.

He heard Buffy's footsteps coming up the stairs. She opened the door, mindful of its squeak, in case he was sleeping, and giggled at him lying under her pillows. She sat on the side of the bed. "Have to get up."

He grunted in response. "Not movin'."

Buffy rested her hand on his bare back. "I know you're comfortable, but we have to talk," she said. If they wanted to find out what was wrong with him, then he had to get up.

Spike groaned and pulled his head out from under her pillows. He sat up and. "Have it your way," he said.

Buffy reached out and gripped his hands. "I couldn't reach Riley," she said. "We're going to have to find something on our own. I think we should go back to the Initiative caves. I don't know what's left of them or there will be anything to help us, but do you think you're well enough to come with me and help me find something? We have to try. I can't sit here and wonder what's going to happen to you."

"Easy, Buffy." He squeezed her hand. "I'll go with you. You know I will." He let go of her hand and climbed out of her bed. He put on his shirt that was draped on her chair. "You want to leave now?"

Buffy nodded and stood up. "I want to leave and get back as soon as possible," she said. "Willow might need me to help her through this. She didn't want my help before, but she might need it later. Right now, you're my priority."

Spike looked at her with soft eyes. "Your priority should be your friends," he said. "Not me."

Buffy rolled her eyes. "Don't be a baby. Willow didn't feel like her head was about to explode. Come on. Let's get there and back while your head is still attached."

(Buffy POV)

Buffy gripped his hand as her eyes adjusted to the lack of light. Even with a flashlight, she couldn't see that well. The floor was just broken concrete now, and she tripped over a few large chunks of debris. The stench was awful, enough to make her sick, and there were demon bodies everywhere. They were even hanging from the ceiling. Cobwebs had started to form around the corpses, and she was pretty sure she heard bats.

Spike squeezed her hand as he scanned the darkness. "I can make out the remnants of a few signs, but it's only the room numbers. Be glad you couldn't see as well as I can, because it looks like it was a bloody mess of a fight." Demon entrails were hanging out of a few carcasses that were blown apart. Some of what he saw, he almost couldn't stomach, despite all the mayhem he caused in his early vampire days.

"Do you know where we're going?" she asked.

"I might be able to find the lab," Spike said. "But, I can't promise we'll find anything useful. We might end up with nothing."

"Even if we just get some files," Buffy said. "Any thing could help us."

Spike froze next to her, and pulled her close to him. "We have company," he said. He felt the hairs on the back of his neck stand up. "Something's was down here with us, and it's not human." He vamped out so his eyesight sharpened.

"Wonderful," she said. "I'm useless. I can't see a damn thing. If something attacks us, I won't be able to tell until it's too late. We need to find a weapon. If your chip fires, you could be killed. Spike, this is bad."

He couldn't pick up the danger and pressed on toward the lab. "Keep your senses open, Buffy, and don't let go of me. We've been in worse situations.

I'm pretty sure we are going in the right direction." When he caught a glance of the broken sign that said Laboratory, he was positive.

His head snapped to his left. "Don't move," he whispered.

Buffy clutched his hand and felt stupid. She was like a stupid school girl. If there was some light, she'd be fine, but she couldn't even see Spike's hair in the darkness. She shook off her fear and looked around. She wasn't a baby. She could handle this. They just needed a weapon of some kind.

When she turned her head to the right, a reptilian arm ripped her away from Spike. "Spike!" she yelled, as she fought off her attacker. She dropped her flashlight when she was grabbed and she could hear its breathing in her ear, and lashed her foot out. She heard a satisfying crunch as she heard its knee crack. She shot her left arm over her right shoulder and connected with a toothy jaw.

She saw Spike's blonde hair move as she was freed. She picked up her fallen flashlight. She shined it around and saw Spike fighting an ugly demon. She scanned the room trying to find some sort of weapon, but came up empty. She looked down and saw the flashlight in her hand. She cursed her stupidity and ran over to help Spike.

His hands flew to his head as his chip fired. "Buffy!" he yelled in pain.

"Spike!" She screamed. They did not need this right now. She needed his help.

Buffy kept the flashlight shining on the demon, but once she cracked the demon on the head with it she broke it. She jumped on its back and punched it in the head. She felt sticky stuff on her hand and hoped it was the demon's blood from where she clunked it on the head and not her blood from cutting her hands on its scaly skin.

She squeaked when the demon threw her over its head into a pile of crates. She tried to get to her feet, but she couldn't. Her vision was in and out of focus, she felt sick to her stomach before she passed out.