A/N: Couple of things first. Let me just say that I hated the last chapter. It just kept going on and on and I just wanted it to end. Unfortunately, it was necessary set-up for this chapter, which totally kicked my butt. Which is why this one was so delayed. Do not fret. I will not abandon this story again. Cross my heart and hope to die. Stick a noodle in my eye.

XXXXXX

The cavern ceiling was completely obscured by thick, white cobwebs, sheets and sheets and layer upon layer. Dark scuttling things darted in and out of sight among the webs and the air was suddenly full of clicking sounds.

In a flash, the Bad Wolf was crouched protectively over Buffy and Phoebe, and Jenny hurriedly scooted over to join them. They remained in a tight huddle, staring around in horror. A few of the spider-things dropped down from the web and approached them, but they seemed reluctant to step into the circle of Phoebe's light.

"Phoebe," Buffy whispered. "Can you expand your coverage?"

The girl closed her eyes, took a deep breath, and made a vague pushing gesture with her hands. The boundary of the light expanded, driving the spiders backwards, until only the furthest reaches of the cavern were still in shadow. Phoebe didn't relax once the task was done, her eyes remaining closed as she maintained her concentration.

"We need to find a way out," Buffy hissed at the Bad Wolf, who had been tracking the movement of a group of spiders overhead.

Jenny coughed, a wet, hacking sound from deep in her lungs. She was shivering violently, her hair plastered to her forehead with sweat. Buffy spared her a concerned glance but had to turn her attention back to looking for a way out.

Then, in the darkest shadow still remaining, something moved. Slowly and ponderously at first, but gaining momentum, it proceeded along the ceiling, legs flicking out to grasp the strands of webbing and pull it along. The light did nothing to deter it, and it emerged into view.

It was massive, clinging upside down to the ceiling, head twisted to stare at them. Like its myriad children, it resembled a bloated, ten-legged spider, only its face was that of a hideously old woman, lank white hair straggling over her wrinkled face. As it moved closer, Buffy could see that the inside of each leg was a serrated blade that flashed in the light.

"Well done, well done, you pretty little things," the Crone rasped. Her voice was dry and papery, like that of one long dead. "Such an admirable display of teamwork. You are to be commended."

Buffy stood slowly and took a step away from the Bad Wolf. The Wolf shot her an inquiring look, but Buffy shook her head slightly. She turned to look back up at the Crone. "I'm going to kill you," she said flatly, no emotion in her voice. The Crone tilted her head mockingly.

"All by yourself? And with that itty-bitty sword? Oh, darling, I believe you've bitten off more than you can chew."

"Funny," Buffy replied. "I was about to say the same thing to you."

The Crone threw her head back and laughed, the sound grating across Buffy's ears like a band-saw. "Darling child. I had heard you were a warrior but this—this is quite something else. What a treasure you are. I think I shall keep you."

Buffy drew her sword out of her sheath. The Bad Wolf growled at her. "Slayer, don't be reckless," she rumbled warningly.

"You haven't seen me reckless," Buffy replied. She stepped forward and pointed her sword at the Crone.

"What," she demanded, "Did you do with Angel?"

The Crone laughed again. "You mean the dead thing? It was of no use to me. I gave it to my children for a plaything. It didn't last long."

A cold fury washed over Buffy, cleansing away all other emotion. Her mind was crystal clear, calmer and sharper than she had ever recalled being. She turned slowly to look at the Wolf, who put her ears back when their eyes met and whimpered softly in her throat. "Keep an eye on them for me, please," she said in a perfectly even voice. She turned back to the Crone. "You want me?" she asked, raising one eyebrow.

The Crone leered at her. "I could drain you at my leisure."

Buffy crouched, bringing the hilt of her sword even with her cheek. "Come and get me."

With an ear-splitting shriek, the Crone dropped from the ceiling, flipping over in mid air. Almost before her legs touched the ground, she lunged toward Buffy, front two legs lashing out. Buffy watched the Crone come, not moving a muscle. For her, it was like time had crystallized around her. She heard every breath the Wolf took, deep drafts of air pulled into bellow-like lungs. She felt every movement of the Crone's children amidst the webs. And she studied the Crone as she approached, watching, waiting...

Buffy stepped to the side to allow one bladed leg to flash by her in a wicked hook. She twisted as she did, swinging her sword around with careful precision. It sliced into the hairy limb, a long, shallow gash that oozed black. The Crone screeched and swung another leg at her, whistling through the air with its speed. Buffy had never stopped moving, flowing into another kata that had been drilled into her by long hours in the library with Giles.

She parried a bladed leg approaching from behind and ducked as another flashed toward her head. She lunged forward, trying to get at the Crone's vulnerable underbelly, but the spider-like monster must have sensed her intent because she scuttled sideways. Buffy paused for a moment to check on her companions and saw that the baby spiders had overcome their fear of the light and surrounded the Bad Wolf, who was still standing protectively over Phoebe and Jenny, fur bristling.

Buffy saw it coming out of the corner of her eye and dove forward. A sheet of spiderweb shot through the space where she had been standing. She landed in a roll and shot to her feet, glaring at the Crone. "That's cheating," she said.

The Crone grinned. "This is cheating." The air in front of Buffy shivered like a heat wave and solidified into an image of Angel. He looked exactly as he had the last time Buffy had seen him, clothing ragged and travel-worn and shaggy hair falling into his dark eyes. Buffy froze, her eyes fixed on the phantasm of her lover.

Angel reached out a hand to her, his expression longing. "Buffy," he whispered. "Why didn't you save me? Why weren't you there for me?" He curled his outstretched hand into a fist and lowered it to his side. His expression darkened. "I died alone. You failed me when I needed you the most. I thought you loved me."

Buffy stared at the image, body tense and face blank. Behind Angel, the Crone crept closer on silent feet, a triumphant expression on her ugly features. The ghost of Angel stepped forward, looming over the petite Slayer.

"This was your fault, you know. If you had stopped Angelus earlier, if you had held me off until my soul returned, then neither of us would be here. I didn't have to die."

Buffy gave a tiny gasp and closed her eyes, a shudder passing through her body. Angel stepped even closer, his voice dropping.

"You could have saved me."

Buffy's eyes flew open. "You're not Angel," she said coldly, and swung her sword with all her strength. It passed straight through the image and sliced into the Crone's leg beyond, shearing it in two. The Crone screeched with pain and flailed backwards, the severed limb spraying viscous black blood. She scaled the wall and retreated back into the webs, her injured leg tucked beneath her. But before Buffy could celebrate her victory, a dozen baby spiders dropped down around her and attacked.

XxxXxxX

The Bad Wolf was an ancient being, wild and primal and unpredictable. She had been born of chaos in the time before the universe came into being and she would watch as the universe blinked back out of existence. She was a warrior, a fighter, a bringer of destruction.

And she loathed bugs.

It boggled her mind that the evolutionary processes had seen fit to produce such creatures. So it was with great pleasure that she tore into the creatures threatening the Slayer's companions. The taste was horrendous as her jaws closed around the body of one that had come too close, but she shook her head until the thing stopped moving and tossed it onto the ground, trampling it under her paws. Two more attached themselves to her sides, their tusks ripping at her flesh. It was only her thick fur that kept them from re-opening the wounds left over from her fight with the Red Hood the night before.

Phoebe seemed completely unaware of the battle ensuing around her, too intent the light she was generating. Jenny knelt protectively over the child, but looked too ill to be of any real help. The Bad Wolf was proven wrong, however, when a spider-creature slipped past her and tried to attack the girl. Jenny leaned forward and brought the rock in her hand down on the thing's head with all of her meager strength, splattering its viscera over the sandy floor. She then flung the rock with pinpoint accuracy, striking one of the creatures clinging to the Wolf's fur, stunning it enough to allow the Wolf to spin and rip its body open with a swipe of her claws.

The Slayer was dealing with her own small swarm of the spiders, the Bad Wolf noted during a stolen moment. The Crone had retreated back to her web, nursing some injury, but the Wolf knew it was only a matter of time before she emerged again, more determined than ever to destroy the Slayer and her allies.

The Bad Wolf snapped at a spider only for it to dodge out of the way at the last moment. The Wolf still managed to catch two of its legs, easily ripping them from the creature's body. Jenny, who had retrieved her rock, pounced on the injured abomination and pounded on its head and body until it ceased moving. Droplets of black goo splashed onto Phoebe's cheek, and she flinched slightly but did not break concentration.

A spider clambered up the Wolf's side onto her back and plunged its tusks into the back of her neck. She howled in pain and rage, trying to twist around to drag the thing off but it managed to stay just out of reach. The Wolf was so occupied in trying to get free that she didn't see the Crone coming until too late.

The mother spider used one leg to brush the Bad Wolf aside almost as an afterthought. The Wolf flew across the cavern and smashed into the wall back-first, crushing the spider that had been attacking her. The Wolf fell to the ground and tried to return to her feet but collapsed with a groan. She did not rise again.

XxxXxxX

The only warning Buffy had was Jenny's cry. Without knowing where the danger was coming from, she trusted her instincts and flung herself to the side, rolling and coming up in a crouch. One of the Crone's legs slammed down on the spot she had just been, scattering the smaller spiders. Buffy didn't have time to try to formulate an attack before the Crone struck again. Buffy lunged once more out of the way, again rolling to her feet.

The Crone screeched in frustration and stabbed two legs at Buffy at once. Buffy dodged one and hacked at the other, blade biting into the chitinous limb. But Buffy knew she couldn't keep this up much longer. She couldn't remember the last time she'd slept well and it had been over a day since she'd eaten. Even her Slayer strength was giving out. She looked around for her companions and saw the Bad Wolf lying in an unmoving heap of fur, not far from where Jenny was frantically trying to fend baby spiders away from Phoebe with a rock. With a growl of frustration, Buffy came to a split decision.

Turning toward the Crone, she did the last thing the monster expected. Buffy ran straight at her, sword raised to her cheek. The Crone cackled in triumph and raised two bladed legs to slice the Slayer to pieces. At the last minute, Buffy launched herself into the air. Her booted foot came down on one of the Crone's legs and she flipped herself even higher, soaring over the beast's head and landing squarely on her abdomen. Buffy raised her sword over her head and plunged it down.

The point hit the Crone's armored back and skittered off, carving a shallow groove in the though, black chitin. The Crone reared back, shaking violently in an effort to dislodge the Slayer. Buffy lost her balance and tumbled out of sight.

On the ground, the Bad Wolf managed to regain her feet, swaying slightly with her head low. Blood dripped from her open jaws, staining the sand below her crimson. The Crone caught sight of the Wolf and cackled. "My, my. How the mighty have fallen. Not so fearsome now, are you?"

Slowly, the Wolf's head lifted, her ears swiveling forward. Her eyes blazed with golden power. "I am the Bad Wolf," she said, softly at first. As she continued speaking, her voice grew in strength. "I am the ending of all things and the beginning. I am the chaos and flame and the destruction. I am time." She bared her teeth. "And yours is up."

There was a flicker of movement behind the Crone, and her face froze in a mask of confusion. She sighed, long and low, and her head toppled from her shoulders, landing at the Bad Wolf's feet with a soft thump. Her body followed ponderously, nine remaining legs crumpling one by one as the vast corpse settled onto the ground.

Buffy landed on one knee in front of the Wolf, her sword extended to the right and her head down, golden hair shielding her face. She stood, slowly, lifting her face to meet the Bad Wolf's gaze. They nodded, one warrior to another. Around them, the baby spiders scattered into the darkness. Buffy shook the gore from her sword and slid it into its sheath, then she crossed over and knelt next to Phoebe.

"Phoebe, sweetheart, you can turn it down, now," she said softly, stroking her hand over the girl's hair. Phoebe cautiously opened first one eye, and then the other. At the sight of the Crone's body, she went pale.

"Oh," she gasped, before turning and retching on the sand. Buffy pulled her hair back from her face and patted the girl's back until the heaving finally stopped.

"Buffy," Jenny called hoarsely. Buffy looked around. "I found your pack." Jenny held up the leather haversack. Digging inside, she fished out a water skin and handed it over. Phoebe gratefully took it to rinse her mouth out.

"Can you move?" Buffy asked Jenny. "I don't know about you, but I don't want to stay here."

"Neither do I," Jenny agreed emphatically. She tried to stand and wobbled, nearly collapsing, but the Bad Wolf took her weight against her uninjured side.

"I'll carry her," the Wolf volunteered. "We really should go back to the station house. We can rest and recover there."

Buffy nodded and helped Phoebe to stand. "Good call."

Phoebe looked up at Buffy, her eyes weary and shadowed. "What about Angel?" she asked. "Where is he?"

The Bad Wolf inhaled sharply but said nothing. Buffy looked away, into the darkness beyond the boundary of Phoebe's light. "Angel is dead," she said flatly. She took a deep breath. "Let's get out of here."

XxxXxxX

For the first time since Giles had met the young woman, Faith looked troubled. She sat in one of the library's wooden chairs, her shoulders slumped. Her hands remained clenched in her lap and all of her twitchy, restless energy was gone. She would meet neither his gaze nor Wesley's.

"And that's everything he told you?" Giles asked gently. Faith nodded silently. Giles sighed, took off his glasses, and began to pace. In his office, his kettle began to sing, but Wesley slipped away before Giles could and emerged a moment later with a steaming mug, which he pressed into Faith's hand.

"There will have to be formal inquiry," the younger Watcher began, but after a quelling look from Giles, he hurried on, "Which can wait, of course." He pushed his own spectacles up his nose. "What do we know about the Mayor?"

"Precious little, I'm afraid," Giles admitted, though it irked him to do so. "He's never involved himself or interfered with the slaying before."

"Well, then," Wesley said briskly. "Then it's on to the books." He smiled wanly. "At this, at least, I can be of some use."

Giles blinked. That seemed to be almost an apology for Wesley's former behavior, if he wasn't much mistaken. He nodded in reply, accepting the younger man's offer. Then he put his hand on Faith's shoulder. "For now, you should get home," he told her. "Where are you staying?" he went on, surprised he had never asked before. When Faith mumbled the name of a motel, he was suitably horrified. "That is no place for a young lady, Slayer or not," he sputtered indignantly. "Let me take you back to my place. You can sleep in the guest bedroom."

"Do you think that is quite appropriate?" Wesley piped up hesitantly. Giles glared at him, the meager goodwill toward the younger man fleeing. Wesley held up his hands defensively. "I was only thinking on how it might look, a young woman staying with an older man of no blood relations."

"Well, seeing as how I will be in the library with you for the rest of the night, we can be sure nothing untoward will happen," Giles said dryly. He fetched his coat from his office. "Come along, Faith. I'll drive you there."

Faith got to her feet, her steps dragging as she joined Giles. She didn't even protest when he took her arm to guide her out. Wesley watched them leave, his eyes troubled. Having a Slayer under his charge was not anything like he'd expected. He found himself ridiculously grateful to have someone of Giles' experience around.

XxxXxxX

For an anthropomorphic personification of a natural phenomenon, Death was remarkably hard to pin down. They had to pass through three dimensions and six alternate realities before they found him, quietly observing a school of shrimp scuttle along the bottom of an ocean. He did not acknowledge their arrival and they hovered nearby, unsure of how to announce their presence.

THEY ARE FASCINATING, THESE SIMPLE CRUSTACEANS, Death observed. THEIR BRAINS ARE PRIMITIVE, AND YET THEY HAVE MANAGED TO BECOME THE HIGHEST FORM OF LIFE IN THIS DIMENSION. He turned his cowled skull in their direction, his blue eyes boring into their essences. AND IN APPROXIMATELY THIRTY-TWO MINUTES, THEIR ENTIRE DIMENSION IS GOING TO IMPLODE. CAN YOU TELL ME WHY THAT IS?

Neither of them dared speak, maintaining respectful auras. Death turned back to watch the shrimp. BECAUSE THE SLAYER WAS PULLED INTO HELL WITH THE VAMPIRE, he went on. THIS ONE EVENT IS THREATENING TO UNDUE THE UNIVERSE.

"We are trying to stop it," she said defensively. "We have been working to draw them out of hell and return them to Earth."

He turned once more to glare at them. AND HOW IS THAT PLAN WORKING OUT FOR YOU?

"We have had to work subtly so as not to attract the attention of the Others," she went on, reaching to her companion for help, but he remained silent.

THE VAMPIRE IS DEAD. THE SLAYER IS EMOTIONALLY COMPROMISED. YOUR PLAN IS IN RUINS. BECAUSE OF YOUR INCOMPETENCE, ALL OF REALITY IS ABOUT TO SHATTER.

"We did not send the Slayer to hell!" he exclaimed, speaking for the first time.

In a voice colder than the void between stars, Death replied, YOU COULD HAVE PREVENTED IT.

Death rose to his feet and manifested his scythe. His robes billowed in the currents of the ocean and a silvery halo surrounded him. YOU DIDN'T. YOU GAVE THE AUDITORS THE OPPORTUNITY THEY NEEDED. AND NOW YOU COME TO ME FOR HELP. With a twitch of his free hand, Death catapulted them into the emptiness between dimensions.

I WILL HELP YOU, he told them. BUT I WILL DO IT MY WAY.

XXXXXX

Aaaaaand I have not officially incorporated every character from Little Red Riding Hood. Behold my nerdishness! I can't tell you how much fun I've had with the symbolism and reversing the roles, making the Huntsman, Little Red Riding Hood, and the Grandmother into villains. And the Bad Wolf? Bad ass.