Disclaimer: Joss Whedon and Fox, and Twentieth Century and whoever else has rights to it. I don't, more's the pity, but they do. No money is being made by me on this.

Author's Note: This starts after season 5... and is rather AU. It has spoilers for basically all of season 4 and some of 5. I'm a Spike/Willow 'shipper, and this story is W/S. Also, this is a work in progress. I've been working on it for nearly two years now, and it's still not done, but I'm getting there. It's very long, and involed. Please hang in there, and don't give up on me if I don't update regularly. Reviews would be most welcome.

Another Note: If you read this when I first posted it, you'll need to read it again to understand some of it. I've added a lot to previously posted chapters, and I couldn't begin to tell you which ones have new stuff, and which ones don't. Sorry.

Dedicated: To my beta, Claudia, you rock! You all should thank her for getting more of this story.


Willow examined herself in the mirror one last time before heading out. She was dressed rather conservatively for her; faded blue jeans, a short-sleeved green blouse with a low neckline, and white tennis shoes. Satisfied with her appearance, she headed to the door just as the phone started ringing. She debated on whether or not to answer it, but finally ran and picked it up.

"Hello?" She winced at the impatience in her voice, but Giles didn't even notice, or pretended not to. Willow tended to think it was the latter.

"Willow? I'm glad I caught you." He sounded distracted, nothing new there. "I tried to get hold of Buffy or Xander, but neither were home. I need a favor." He paused, apparently awaiting a response.

Willow rolled her eyes good-naturedly at his slow, roundabout way of asking her for something. "Sure, Giles, what do you need?"

She could hear the relief in his voice at her easy acceptance. "I just need you to stop by Spike's crypt and ask-- no, *tell* him to come over here. There's a spell I wanted to try, but it's missing a prime ingredient. Namely, vampire blood. The tamer the vampire, the better, since it'd be rather hard for me to go out and extract blood from one while Buffy's pummeling him." He chuckled, "Don't tell Spike though. I'd prefer not to be regaled with his evil exploits."

Willow laughed, remembering the time she'd called Spike tame. He'd spent the next week forcing her to listen to story after gruesome story whenever he saw her. During research, and patrol, while watching TV, and even while she tried to eat. Her stomach felt oogie just thinking about it. "Got ya, Giles. I don't think I'll be making that mistake again." She looked at her watch, calculating the time it would take to get to Spike's crypt, convince him to go to Giles', and then to walk to the Bronze. She sighed, knowing she'd be at least a half an hour late. "I'll have him there in twenty," she said cheerily, and hung up. "Damn."

Luck was with her though, because she spotted him walking down the middle of the street just as she was shutting her front door. "Spike! Spike!" She locked the door quickly and ran after the apparently deaf vampire. She looked down momentarily to shove her keys into her pants pocket and ended up slamming right into the bleach blonde vamp. "Ow." She wobbled on her feet for a second, before straightening herself with a hand to his arm, giving him a dirty look for not helping, and not stopping when she'd called him.

He smirked at her in that annoying way he had, causing his cheekbones to become more prominent than they already were. His blue eyes danced with malicious delight, mocking her. She hated when he got like this. She just knew he was going to make everything that much harder for her. He always did. Apparently, teasing her was a favorite pastime of his.

"I feel just like a rock star," he smirked, his scarred eyebrow quirking up in amusement. "Got my own groupie and everything."

She rolled her eyes. "Oh, please, ha ha ha. You're killing me. Too bad that's the only kind of killing you can do these days, eh, Spike?" Oops. There she'd done it again, and after just telling Giles she wouldn't make that mistake again. She really hoped he overlooked her slip-up this time. He narrowed his eyes at her, but that was all. She wasn't afraid. A chipped Spike, was a safe Spike, so, back to the business at hand. "Giles needs you at his place. He, um, needs help with a spell," she told him.

Spike rolled his eyes. "Great. The watcher wanker needs help, and I'm supposed to come running? What am I, Zorro?" He pulled out a pack of cigarettes and lit one, blowing smoke in her face.

Willow barely noticed, she was too busy looking pointedly at his long black duster fanning out behind him in the breeze, his tight black jeans, and black T-Shirt. A gorgeous face, a sexy voice, and a yummy accent completed the picture. Willow blushed furiously when she realized that her pointed look had turned into an appreciative perusal. One which he'd caught.

His smirk knew no bounds. He crossed his arms protectively over his chest, and shuddered dramatically. "I feel so... violated," he laughed.

"Hmph. You, sir, are no Zorro. He was sexy, and charming, and a gentleman." She danced out of his way when he snarled at her and made a grab for her arm.

"I was a gentleman at one time too, pet. Makes no difference. Look how I turned out."

She snorted. "Yeah, you were such a gentleman back in the last century. What's gotten into you? Could it be... a demon?" she gasped dramatically.

Spike nudged her. "Back off, Witch, I've got tons more stories to tell if you don't." He grinned eagerly.

She shook her head quickly, pushing him right back. "Oh, no you don't. If I have to hear one more story about entrails and railroad spikes, I'm gonna have to stake you. Oh, darn," she frowned in mock regret, "this is where we part ways. Adieu." And with a little wave, she headed down the street toward the Bronze. She hadn't gone more than a block before she heard someone behind her.


Willow stopped with a frustrated sigh. She wasn't really angry, in fact she enjoyed Spike's company when he wasn't in share mode. She just felt like she had to give him a hard time. Always. "Spike, notice how I said we were parting ways, as in, you go that-a-way and I go this-a-way?" She turned around, and was faced with Spike. In different clothes. Blue jeans, blue T-shirt, gray button-up shirt, and no duster? What was going on here?

He grinned malevolently as he grabbed her by the arm, twisting her around in his grip. She slammed back against him, and immediately felt his fangs sink into her neck. Willow screamed.

He held her tight against him so that she couldn't struggle. She felt the sucking sensation he was creating on her neck, and tried to pull away. She couldn't even move her hands, let alone her whole body. He drank until she felt faint. Drank until her knees gave out. Instead of stopping, he held her up, and continued to kill her. Slowly.

A few pain-filled and terrifying minutes later, his fangs left her neck, tearing the skin even more. He grabbed her wrist and pulled her along with him. Feeling nauseous and weak, she tripped a couple of times, but he always yanked her up, forcing her to either walk or be dragged. She tried numerous times to get free, but his grip was too strong. Her tearful face fell on his handsome features as one thought ran through her mind.


He didn't even bother looking at her, just continued pulling her along like a child. "I'm thinking it's because I'm a vampire and you're food, but I could be wrong," he laughed.

When she realized where he was taking her, she nearly collapsed in relief. Giles' apartment. Giles was there, and maybe Buffy and Xander. Please let Buffy be there, she prayed silently.

Her heart was beating a million miles an hour. Hoping to distract him, to keep him from being on alert, she stammered, "How did you change your clothes so fast?"

He finally looked at her, his brow furrowed as if he had no idea what she was talking about. Almost like he was trying to decipher a code of some kind. She started to think that maybe this wasn't Spike. It was kind of obvious now, but when she was getting her blood sucked out of her neck, and then getting dragged all over town, the last thing she'd stopped to think about was whether or not the vampire she'd just been attacked by was really the vampire she thought he was. But now that she had a minute to think on it, she was sure this wasn't Spike. Different clothes, plus him biting her with no pain, did not equal a clear picture of Spike. Knowing that now, relief poured through her. She liked Spike, and she didn't want him to go bad again.

They made it to Giles' a few minutes later. She held her breath when he opened the door and walked in, two thoughts entering her mind. One: despite his remarkable impression of Spike, and his attack on her, he was not a vampire. Vampires needed invitations to enter people's homes, and since he had walked right in, he was not a vampire. And, two: no one except Giles was home, and he wasn't paying any attention to them.

"Giles," she yelled, before Fake Spike clamped a hand over her mouth.

Giles jumped up, dropping the book he'd been reading, and clutched his chest. "Good Lord, Willow you scared me nearly to death. Oh, good, Spike, you're here." He bent to retrieve his book, so used to seeing Spike there, that he didn't realize what was going on. Willow frantically rolled her eyes, trying to get him to look her way. Giles straightened and set the book on the table, then headed toward the kitchen.

"What'd you need me for, Watcher?" Now Willow could hear it. Fake Spike's accent was slightly off. She closed her eyes and prayed for Buffy to miraculously appear.

Giles came out a second later, smiling. "Oh, nothing too big, just a spell." His smile turned grim as he pulled a crossbow from behind his back.

Willow's eyes went wide. She made a small noise of happiness, and Giles nodded at her, not taking his eyes off Fake Spike.

"Let her go. Apparently the implant is gone, so why don't you just leave town?"

Willow frantically shook her head, but Fake Spike's hand over her mouth was holding her head still as well.

She felt Fake Spike shrug. "No thanks. First I'd like to kill you all. Then I'll go."

Giles didn't seem to realize it wasn't Spike standing before him. Not that she had any room to talk. She hadn't known right away either. She started making noises again, and Giles' eyes flicked toward her. She tried to tell him with her eyes. She stared at his pants and shirt, which probably looked more like she was ogling him, than trying to tell him something. He obviously wasn't getting the message. Finally, out of desperation, she stomped on Fake Spike's foot. He let go of her in surprise, and she tried to get away, but he immediately grabbed her again.

"Not Spike," she yelled out, before he clamped his hand around her mouth again. She groaned angrily.

Giles raised an eyebrow at her in question, and she nodded.

"You're not Spike?" Giles asked the man holding her. She could see the skepticism on his face.

Willow shook her head, but Fake Spike held her head still again. She stomped her foot in frustration, careful not to hit his foot again. The crossbow was still trained on Fake Spike, but it was starting to waver slightly. Giles' hand was getting tired.

"Shoot him," she yelled, but it came out sounding more like a mumble.

Giles understood though, and he let the bolt fly. Fake Spike anticipated the shot, and dodged away, holding Willow in front of him. The bolt burned a path into her shoulder, and her legs collapsed under her. He let her fall to the floor, no longer needing her as leverage. Giles wanted to go to her, she could see it on his face, but she couldn't let him. He was their only hope. "Run," she whispered, before passing out.

When she came to, she found him. He was dead. The living room was covered in blood. Giles' blood. She crawled over to him. He was partially in the living room, and partially in the hall. She checked for a pulse, which was hard to do. There was so much blood, and his neck was torn open. After determining he was dead, she crawled away and threw up.

She sat back, panting heavily as her stomach tried to heave up everything she'd eaten that day. Her eyes fell on Giles again, and she had to bite her lip to keep it from trembling. Poor Giles. He had bite marks on his neck, and slashes all over his face, a crossbow bolt sticking out of his chest... his glasses broken and bloodied on the floor beside him.

She sniffled, trying to stem the tears, and was assaulted by the stench of blood and death. She hastily got to her feet and went out the door, not wanting to throw up again.

There was no sign of Fake Spike. Or anyone else for that matter, for which she was grateful. She stumbled over to the fountain in the courtyard and sat on the low brick wall. Gasping from the pain in her shoulder, and the hurt in her heart, Willow cried.

After what seemed like hours, she realized she needed to get help. Call Buffy. But the phone was inside with Giles. What was left of Giles. She really didn't want to go back in there, but she knew she had to. She stood up, on shaky legs, and slowly made her way toward the door. Blood loss and pain were starting to take their toll. She made it as far as the doorway before she fainted again.

When she came to, she found herself propped against the wall outside of Giles' apartment. Lamplight flooded out from the interior, warmer and more inviting than it had a right to be under the circumstances. She tried to stand, but her body wasn't having any of it. Footsteps inside alerted her to the presence of someone else, and she held her breath, listening. The footsteps faded. She looked around her quickly, searching for anything that could be used as a weapon.

There was a lawn chair a few doors down. No help at all. A rock by the fountain. Why hadn't she fainted over there? A slight breeze rustled the leaves of a bush on the other side of Giles' door. Branches... wood. Perfect. She hoped.

She scooted herself across the ground as quickly and quietly as possible, glancing inside as she passed the doorway. A pair of jean-clad legs were headed her way. With a whimper of despair, Willow pulled herself along faster.

"Hold still." It was Spike's voice.

A hand grabbed her and she jerked away from him.

"Don't touch me. Get away from me." She could no longer hold back the tears. Giles was dead. Her shoulder and arm were painfully numb, and her neck hurt from the bite mark. Loss of blood factored in there somewhere as well, and she just couldn't do it anymore. She wasn't Buffy, she wasn't stoic, and strong. She was just Willow. "Just... please. Leave me alone," she sobbed, covering her face with her hands, and wincing in pain.

"Witch," Fake Spike snapped. Or maybe it was Real Spike. She didn't know anymore. "What happened?"

When she only continued to cry, he pulled her to her feet, forcing her to look at him. His jaw was clenched angrily, and his eyes blazed at her. This was Real Spike, she realized. His voice was right, and he had on the right clothes again.

"You want to die? Fine. I can leave you here to bleed to death." He looked as if he wanted to do that very thing.

Her knees gave way, but she didn't fall to the ground. Spike caught her with an aggravated curse and carried her over to the fountain, setting her down. He stood back up and stared down at her.
Willow swallowed a sob. "Giles is dead."

He nodded, his eyes moving toward the open doorway. "I know. I was just in there."

She took a deep, calming breath. "We need to call Buffy--"

His eyes closed for a second, his voice held no emotion whatsoever. "We can't. She's dead too. Found her in an alley just after I left you."

Willow blinked a few times, sure she'd misunderstood him. Buffy dead? It wasn't possible. Buffy was the Slayer. She couldn't die. Not again. He had to be wrong. She would correct him later.

"... to the hospital," he was saying, "you're bleeding to death. I can't carry you with that bolt sticking out of your shoulder. I'm gonna have to break it off."

Willow nodded. "Okay. Then we can go get Buffy, right?" she asked hopefully.

He paused a second, then nodded. "Sure thing, pet. Now, scoot down onto the ground, and brace yourself against the wall here." Willow did as he said and waited. "Ready?"

She nodded, her face grim. "No."

He chuckled humorlessly and knelt in front of her, grabbing the thin piece of wood embedded in her right shoulder.

When he snapped it off, Willow bit her lip to keep from screaming. She felt fresh blood seeping from the wound. Clutching Spike's arm, she held on until the pain subsided. "I think a hospital would be good now," she told him.

He didn't reply, simply swung her up into his arms and started walking.