"You feel sadness for this body, for Fred Burkle."

"I loved her you irritating slag." Wesley responded irritably, a glass of scotch in his hand. He was slumped down in his chair, arms on the armrest, sitting in the darkness of his office. Illyria stood by and watched him drink, used to the routine by now. In her previous life she'd have killed him for his insolence without a second thought. Right now, however, she was too curious about this mortal concept of love and why it could drive good men like him to do bad things like drinking to get drunk.

"She was a shell." The other responded reasonably.

"She was a person, god damnit!" He threw the glass across the room and saw it splinter into a million pieces. The remaining amber liquid in the glass streaked the white wall with color. The demon was surprised by the outburst. He was mostly drunk by now and not much in the mood to remember her. The pain was still too fresh. "I'm not afraid." She'd confided in him when the end came and he'd held her until she was gone. The only woman he'd ever truly loved absorbed by this demon who now mocked him with her questions and random observations. The only reason he kept her around is the way she looked so much like the one he lost: so close and so distant at the same time. It was enough to drive a man mad.

"In the sparks of her, this body…it desires you."

He scoffed, rolling his eyes. He regretted the tantrum of throwing his glass across the room. Now he took a long swig from the clear glass bottle nearby. "You know nothing of desire." He responded. "I waited for her for years while she adjusted to this place. I never loved someone so much. Her kiss…" he closed his eyes and felt his heart shredded again with grief. Another swig from the bottle burned away the memories. "You're a cheap replacement." He commented at last.

She was taken aback by his words. "I don't understand." She stated simply. "I can look like the shell. I can speak like her and I hold her memories. Why is it not the same?"

"Because of those comments right there. You're not human. You're not…Fred."

It was the first time he'd spoken her name in the presence of the demon. She felt a pang of sadness she couldn't explain and didn't like. "I hurt when you say that name."

"You couldn't possibly hurt enough to make up for what you've done."

"You wish to do violence against me."

"I wish to do violence against you as you should be. Not now."

"Not in this form."

"Not as her."

The demon stepped back, responding to the utter hatred in his tone. Finally, something she recognized! But it was still a mystery to her since he used it speaking of the shell. "Your hatred when you speak of her, it's directed at me."

"Do shut up."

"You would defend this woman after she is dead?"

He got up from his chair and stalked toward her. He grabbed her throat and threw her to the wall. Even with most of her power gone she could have stopped him easily. The only reason he got away with the act of aggression was that it surprised her. Also, she had no desire to hurt him. He was drunk and mean to her but he was the only person willing to help her in her journey to adapt to this strange new land. When he spoke, for a split moment his eyes cleared up past the drink.

"As you so delightfully pointed out, Fred isn't dead. She's gone. Obliterated by your presence. I've no chance of ever finding her again."

Then they slipped right back to being glossed over. The clarity gone, Illyria pushed him away. He stumbled and fell to the floor, staying there and feeling his head spin. She came to him, concerned, the memories of Fred driving her to see if he was alright. She slipped into Fred's voice. "Wesley! What's happenin to you? Why're you behaving this way?"

With the darkness of a demon that Illyria couldn't help but respect, the former Watcher turned. His eyes bore into hers, the red and blue in them intermingling and looking like a clashing of fire and ice, much like the person who owned them and the one that was viewing them now. "Don't you dare." He growled. "Don't you dare use her voice."

"But you like her voice."

"I liked it coming from her. How many times do I have to say it before you understand? You are not her!"

The demon was wounded by his words. She drew her hand away. A part of her wanted Spike to be there so she could train with him. A large part of her wanted to do violence in response to how she felt, but she could not bring herself to want to harm him. "You are a strange creature, Wesley. The shell is gone and yet you hold onto it through me. But you are mad that I am not her. I respond to your words according to the memories I have from her of you but I am not her and I do not love you."

"Are not capable of love, you mean."

"I am not capable of this love you mortals depend on." She agreed. "But I am not as I have been."

"Neither am I." he admitted softly. He was infinitely worse than before. She'd have offered him the use of her changing abilities, to give him some sort of relief from his pain while she could but was hesitant with his last outburst. His heart was aching, everything in his body and soul begging for just one more moment with the perfect Winifred Burkle. Everything he'd ever known was torn from him. First as a Watcher when his Slayer, Faith, went rogue. Then again when his friends abandoned him after he took Connor away to try to keep him safe and now Fred was gone and some imposter was plaguing him with mindless questions about a door he wanted to shut and lock forever.

He finally hauled himself off of the ground and made his way back to his armchair. Picking up the bottle, he took a long drink. Illyria watched and the thoughts quickly sprang from her mind to her lips. "If you continue on like that your body will suffer harm. You may even lose consciousness."

The brown haired man paused in his drinking. "That's the plan." He assured her, picking up the bottle and bringing it to his lips again. After five minutes, the man was so inebriated he couldn't stand. It didn't take him long to pass out where he was, slumping in his chair just before. She picked him up and took him to his apartment across town. She earned several long looks at the strangeness of it, a woman dressed like her carrying a grown man through the streets of L.A. By the time they got to his apartment, she let the events of their discussion mull around in her head. Demon or no, she was in the world of humans and in the form of a human being. She wanted to understand the flashes of light in the memories inside of her.

As she lay him on his bed, she stirred moaning her name. "Fred!"

The demon made up her mind right then, determined to learn with or without his consent. She allowed herself to mold into the image of the woman he called for. She let her own personality melt away into that of the nerdish Southern Belle and moved beside him, speaking words foreign on her tongue.

"Wesley, I'm here my love."

His eyes were clouded and distant as she spoke. As such, he couldn't focus on her entirely but the image and the tone was enough to convince the man that his lover had come back to him. "Thank God!" he murmured, bringing her into his arms in a clumsy fashion. "I thought I'd lost you!" She shook her head slowly, sure that's what the other would have done. "You'll never lose me, Wes. I love you. Love lives on forever."

She leaned down and kissed him, feeling a funny pull to do so. She wasn't sure what the relevance was of pressing her lips to his. It seemed like a silly idea to her, unless he meant to breath through her mouth. They kissed softly. The emotion in his heart was harder to hide in this state. The liquor was too strong to prevent the thoughts purest to him from coming out. He kissed her, his breath reeking of aged scotch. She kissed him back and felt a peculiar sensation in her chest. Something warm started in the middle of her chest and expanded outward toward each limb of her body. The demon felt only more confused that something so weird and disgusting could yield such a disturbing and pleasant result. When he parted his lips for her, she responded in instinct, reaching out to caress his tongue with hers. It tasted foul but the idea of it pleased her.

"Wes, I missed you." She murmured in his ear, softly. "I missed you so much."

"I missed you too, dearest, I can't live without you!" he replied in earnest, struggling to stay awake and remain with her for as long as he could. His brain felt fuzzy and two sizes too big. She settled into his arms without consciously thinking about it, being held by him felt as good as their kiss. She had a memory of a kiss before, reliving the sensation of the first time. "When we kiss, why do I feel this way?" she asked plainly, using the voice of Fred and the logic of Illyria. The man looked momentarily confused. "Because our souls are one, Fred, as they always should have been."

The demon closed her eyes and listened to the heartbeat in his chest. It was an unusual sound, nothing like her body structure. When her soul possessed the host body, she liquefied the existing organs to make way for the new structure that supported the demon's powers. His body was different, acting according to human anatomy. She touched his chest; placing her hand over his heartbeat and feeling it throb beneath her touch. Humans had such delicate intricacies! Harm one thing and the others either adjusted to compensate or the entire system crumbled. It was too interesting for words. Wesley moaned in a drunken daze, weaving in and out of consciousness. "Fred." He moaned, but his mind was gone again, off somewhere to let the drink leave his body. Illyria sighed and rose, the moment passed.

She let the body move back, her hair running blue from root to tip in streaks around her face. She was a demon of necessity; ready to do things no one else would to accomplish her goals. Cold hearted, vindictive, vicious, she was all of these things. Now she found herself wanting to learn about softness. When Wesley moaned the host's name, she wanted to understand what could be so strong that it would survive death.

Infuriating, that's what this was. Everything about this was infuriating her. She turned and stalked out of the apartment. Sure, there were demons and vampires wandering the streets of Los Angeles but she was a confused and pissed off Ancient One. Something about her demanded she be left alone.

She was heading to the one person she could count on for truthful answers: Drogyn.