A/N: It took me so long to find inspiration to finish this story, so sorry to everybody I left hanging for awhile. I wanted to wait until I knew I'd be able to write something decent. I still might go back and edit this even more, but I'm pretty happy with it considering the serious writers block I've been having. I know this is shorter than my last chapters, but it kinda needed to be this length, the next chapter will be longer, and won't take me near as long to update. Again, sorry guys! Read & Review please? :) The only warnings I've got for ya is excessive fighting and mentions of torture, I didn't go into details though.

Pain throbbed through her skull and she was utterly baffled as to where she was. One moment she was trying to escape from a demon and the next she was tied up and quite obviously beat up. Once Willow realized she literally couldn't move at all, she panicked and attempted to thrash around. The only thing preventing her from screaming out in terror was the tape over her mouth. A loud thumping sound, like heavy footsteps, approached her and she recoiled as slimy fingers caressed her face. When she opened her eyes, she nearly gagged. The blackish demon was covered in pustules and spikes. Its eyes bulged from its face and its mouth, curled up in a sickening smile, was filled with razor sharp yellowed teeth. It was a horrifying sight.

"So, you are the mighty witch in town? If you were so great I wouldn't have caught you. No, you had to cower behind a vampire." The thing teased her and she nearly gagged as his breath washed over her. Smiling, the demon violently ripped off the tape over her mouth. This time she was able to scream, which only caused the demon to chuckle even more. Composing herself, she willed the tears away that were building up in her eyes. She was completely terrified and nobody was going to save her. The only person who knew she was gone was Spike, and no matter what had happened the last few days, he wouldn't save her. That wasn't his style. Willow knew she was going to die alone and in pain, and this thought gave her the bravery to say whatever she felt like saying, she was going to die anyways.

"What do you want pus face?" She asked him with a scowl that was all bravado. He glared at her, but then an evil gleam appeared in his eyes.

"Oh, are you not happy with my appearance? What about this?" His skin rippled and reformed. Seconds later, an exact replica of Spike stood before her, and she choked back a sob. The demon had all of Spike's mannerisms mastered and he lifted a scarred eyebrow at her. This was just cruel. She'd always found Spike attractive, but she would have never admitted that to anybody, especially Buffy. She was convinced that Spike was icky. Willow squeezed her eyes shut, ignoring the demon's grating laughter. At least he didn't sound like Spike.

"What the hell do you want! Let me go you big, ugly jerk!" Willow screamed at him, losing her bravado. She was scared. This guy obviously meant business.

"You'll find out in a few hours…until then, I think we should see just what you're afraid of little witch. Let's find out what really sends your heart into a fluttering fury." Willow was puzzled until the demon, now appearing as himself once again, dropping the Spike visage, reached behind him and pulled out a wide selection of tools that could only be described as torture devices. Willow knew she'd never be able to stand torture. Hopeless tears streamed down her face, she again visited the thought that nobody was going to save her. She could have tried to do a spell, but her energies were too unfocused. She'd never be able to cast a spell in her state of mind. As the demon eased closer to her, light glinting off of the metal tool he carried, Willow bit her lip to hold in the scream that was likely to try to find its way out of her throat. She didn't want to give him the satisfaction of enjoying her yells of pain.

A grin lit up Spike's features as he decided against using the weapon he'd grabbed from Buffy and just jumped into the fight, fists flying. One demon came at him, and the other decided to attack Buffy. Spike completely forgot about her and the Watcher and focused entirely on beating the guy in front of him into a bloody pulp. He still felt weak, and a good blow to his ribs would send him doubling over in pain, but he needed to fight something. He was pissed that the Sihirli demon thought that he could just snatch Red up for his own selfish purposes. Spike needed her for his selfish needs.

Blood spurted out of the demon's nose as Spike's fist connected, breaking it with a loud snap. It roared loudly and leaped at him, knocking them both to the ground. If Spike had breath, it would have been knocked out of him when he hit the ground. They were a rolling mass of fist and fangs, and knocked over a side table in their little battle, causing Giles to cringe, but the side table was quickly forgotten when the other three demons busted through his door. By this time, Buffy had killed the demon that had attacked her, and Spike was wrapping his hands around the throat of the demon he was fighting on the ground. Giles swung his axe at one of the incoming demons, chopping off a nice hunk of flesh off its shoulder. The demon howled in pain and rage and swatted Giles aside with its arm. Giles flew back, but thankfully landed on his couch. Just as the demon was going in for the kill, a pale arm reached out and dug its fingers into the bleeding, sore flesh of the demon's shoulder. The noise it made was a horribly shrill scream and it turned around and hissed at Spike.

"That the best you got, mate?" Spike asked as he shook his head and vamped out. With the increased fighting skills and strength of his demon, he grabbed the demon around the neck and squeezed. Its eyes bugged out as the pressure increased until its head popped off with a wet squishing sound. Buffy had killed the other two demons around her, and she gaped in shock at Spike. Not so much for the gross way of killing the demon, but more because he had saved Giles. Spike stuck out a bloody hand to help Giles up, but the ex-librarian politely refused the gore covered hand. Shrugging, Spike wandered into the kitchen to wipe his hands off on one of Giles' hand towels. Buffy rushed towards her mentor.

"Giles! Are you okay!" She asked him as she helped him to his feet. He nodded slowly, still staring at Spike in confusion. Maybe he isn't as bad as the Watchers' journals say he is . . . Giles grudgingly considered. He would have to look into it later, for now, he needed to use a spell to find Willow. Walking away from Buffy, he dug around in his magickal supplies until he pulled out a map of Sunnydale, some incense, and a spell book. As Spike and Buffy stared at him in bewilderment, he looked up and snapped at them.

"Well don't just bloody stand there! Gather weapons, we are rescuing Willow once I finish this tracking spell," he swiftly turned his attention back to the task at hand, missing Buffy's slightly surprised expression. He always sounded so British when he was irritated. Nodding Buffy turned around and started helping Spike gather up some weapons. As he bent over to pick up a sword, he hissed out a breath in pain as his ribs ached in his chest. Since he kept re-injuring himself, it was likely it would take a while to heal. Buffy noticed, and sighed, searching for the bag of blood she'd gotten from the butcher. Once she found it, she shoved it towards his chest.

"Here," she told him as he instinctively took the bag from her. Spike removed the blood from inside and drained it, cold. Even though the animal blood tasted terrible, his face vamped out, and he had to rein his demon back in. Buffy made a disgusted face, but she was kinda glad he'd been there. If he hadn't, Giles wouldn't have been more injured than he was.

"Better?" She asked him, and he glanced at her in surprise. When did she start caring?

"Why do you care, Slayer?" He asked her with suspicion in his tone. He had this feeling she was gonna start being her usual self anytime now. When did they get along without trying to kill each other?

"Because you are going to help us rescue Willow, and if you aren't in tip-top shape then we won't get to her in time . . . and I can't have us not saving her in time because of you," she told him, her voice oozing with protectiveness towards her friend. Willow was always there for her, and she couldn't imagine her life without her. Sure, they hadn't been as close as they used to be lately, but that didn't mean that Buffy cared any less for her best friend. She didn't know why Spike was helping, but she wasn't going to question him about it, she needed all the help she could get.

"Will you too put a sock in it? If you want to save Willow so badly, then let's go, I've got her location. She seems to be held captive in the old factory that Spike and Drusilla used during your junior year Buffy," Giles told them as he gathered up a few weapons and practically charged out the door. He cared about Willow as if she was a daughter to him, so he felt it was his fatherly duty to rush to the rescue as fast as possible. Research wasn't a priority at the moment.

"Uncreative wanker, that's MY evil hideout!" Spike grumbled as he and Buffy followed Giles out the front door. Even though he seemed uncaring and flippant on the outside, in reality he was a mess. If anything happened to Willow he wouldn't ever get the bloody chip out of his brain, and she was nice to look at, and he'd rather it be him doing the torturing, because that would just be fun. Wait until she begged for mercy and all that rot. It had nothing to do with the strange feeling that overcame him every time he was near her. It was that kiss that did it! Stupid bint.

"Hey! Earth to Spike!" Buffy yelled at him, pulling him out of his thoughts. She'd said his name three times already.

"Hm? What do you want now?" He huffed out in annoyance. Does this girl ever shut the hell up? He wondered as he waited to see what it was that was so important that she had to keep bothering him. Honestly he just wanted to save Red, convince her he was "good" so she'd remove his chip, and then vamoose on out of this Podunk town that had witnessed multiple kickings of his arse. He'd just wait til a new Slayer was called, and then make that one his third. Buffy was just not worth all the trouble.

"I was trying to lay out our plan of action, but you weren't paying attention. No wonder you got defanged, I'm surprised they didn't just kill you," Buffy said, mentioning the soldiers that Spike was saying he'd escaped from sometime during their earlier discussions before the demons attacked.

"Plan of action? Can't we just rush in, kill the baddie and get out? Isn't that what you hero types do?" He asked her seriously. That was normally what he did. Plans just distracted, run in and get out and there's no worries. He guessed that might be what his downfall has been the whole time with this Slayer. Spike just ran out with fists and fangs flying, plans being the furthest from his mind.

"Ugh! Never mind," She grumbled at him and scurried to ask Giles what they were going to do. Spike shrugged, stuck his hand in his duster pocket and pulled out his Zippo and a cigarette. He seriously needed the nicotine rush at the moment.

Twenty minutes later, inside the factory, Willow couldn't hold back her tears or screams any longer. This demon sure knew how to torture. She was just glad he'd finally given up, saying something about there not being much time left. The redhead was terrified and in tremendous pain. She'd been cut, burned, and a few of her fingers were now broken, must be karma for what her vampire-self did last year. Tears slowly leaked down her cheeks as she hoped, and even prayed for somebody to save her. She'd try to use her magic, but she felt so drained that there was nothing to pull from, no energy she could transform into something else. Giving up seemed like a nice plan of action at the moment, but she couldn't. Where was her resolve face when she needed it?

The demon had been out of the room for at least ten minutes now, and while she was relieved for now, she felt like it wouldn't last. This was like the calm before the storm and shit was about to hit the fan, and that was just way too many metaphors, she thought with a bit of a delirious giggle. Before her giggles could turn into full on hysterical laughter, the door to inside the factory flew off its hinges, causing Willow to jump as much as her restraints would allow. She looked towards the door, and the person she saw standing there made her gape in shock.