Disclaimer: I don't own BTVS/ATS. If I did, I'd have cocked it up somehow, but on the other hand less people I liked would have died. Or more. I can be something of a bastard...

AN: This is a story about Illyria, my favourite character in all of everything. If you don't like her, or Fred, you're unlikely to enjoy this. Just a warning. This will be updated very irregularly indeed, and the chapters are likely to be short. It's mainly going to be BTVS despite an Angel start, with references to Season 8 but probably not a rewrite of it. But if you can stomach all that, welcome, and enjoy. Oh, also, huge character deaths. What? This is after Not Fade Away, what did you expect?

'And the rain will kill us all

If we throw ourselves against the wall

And no-one else can see

The preservation of the martyr in me'

Slipknot, Psychosocial

Chapter One

The street was bathed in blood.

It ran in rivers nearly a foot deep, pooled in lakes beside the mangled bodies, ebbing back and forth with its own eddies and torrents. It flecked and coated the walls of the alley, engrained into the brickwork. It dripped even from the rooftops. And that hadn't been all of it. The rain had washed away the majority of it, down into the gutters where the gratings had become clogged with filth and flesh. The blood wasn't one uniform hue – here red mixed with green, blue with orange, black with white, swirling, combining, flecked across each other like a great work of art. Eventually it collected into a brown sludge, but for a while, the blood had its beauty.

She too dripped with it, was soaked in it, a thick layer of slime in her hair and across her skin. The rain dripped across it too, attempting to wash away the already dried layers fixed on top of her.

She was exhausted. She was prideful, but not foolish. She had fought for days in this alleyway, though the sun had not lifted above the horizon. Battled her way through legion after legion, as they desperately attempted to exact their revenge on them before they faded from the world.

And she had welcomed it, welcomed the ability to numb the ache within her, the damnable feeling lodged in her of inadequacy.

She hadn't saved him. She hadn't saved her Qua'ha Xahn.

What did it matter, then? When she had truly been herself, and not this pathetic mewling creature of flesh with a fragment of her within its hollowed out form, her Qua'ha Xahn had been her most trusted advisor, yes, but she'd often killed them herself for giving her false advice, or being too greedy or weak. The death of a Qua'ha Xahn had been a cause for celebration as well as mourning, for a new point of view to guide her.

She hadn't saved him. She hadn't saved her Qua'ha Xahn.

And what of it? Was it her duty to assist pathetic mortals such as him? She had given him the favour of pretending to be the Shell before his death, a favour she would never have granted otherwise (she ignored the nagging memory that told her that she'd tried to do just that). She had killed his killer, as was her right. What more was she to do?

She hadn't saved him. She hadn't saved her Qua'ha Xahn.

And this echo had bubbled in her head as she had punched and kicked and bludgeoned her way through the army sent against her. Every neck snapped, every torso caved in, every wound inflicted had eased the ache for a while. But as she grew more sluggish, with tiredness caused by her form and the wounds inflicted on it, the ache had been eased less and less and less. She had desired to scream, and so she had, long howls into the enemies' faces. She had desired to run, so she had, stepping on her foes to get from one to another.

She had desired to do violence.

She'd not been alone at first. There had been three others at the start. The mortal had faded fast, his wounds he already bore dragging him down. He had not survived thirty minutes. The other half-breed, the one of the angelic face, he'd died like a warrior. Sword in hand, laying left and right as he hacked through demon after demon after demon. In his death he'd killed a second dragon – a worthy end, though only a mere nine hours after the battle's start. His son had joined then, all fire and fury. They'd beaten them back to the portal for a while, slaying them as they stepped through. He died after a day, ripped in half by an ogre's mace. He had been a strong warrior, worthy of being a captain in her armies, so she had smashed the ogre's head apart with his own mace.

Others had come and gone beside the two of them. Demon hunters, vampire hunters, werewolves, soldiers. They'd all died in turn.

And then, not one day before, he'd died. Not from some mighty giant, or a vast serpent, but a lowly Polgara demon. His head had been separated from his shoulders, and his body had become dust, burning to ashes. Her half-breed was gone.

Such rage had never been known. He had been her warrior – she had had such plans, him as the first warrior in her new army as she retook the world. General, Lord General. Master of all he surveyed, and more too. A God in his own right.

In the end, the battle had not ended with some epic confrontation. Their influence had faded, the portal barely spitting out two or three pathetically weak demons every fifteen minutes. She'd staggered drunkenly through the last two, snapping one's neck while another hammered on her screaming muscles. She was so weak, her body so pathetically frail it couldn't even fight for a night that lasted a month without complaining. Her old bodies had outpaced it by far. She'd fought battles that lasted years, shifted continents, moons, planets, solar systems. And to think she had struggled to put her fist through a Fyarl demon's chest.

She'd looked up, expecting more, begging for more through the blinding rain.

But the hole had gone. The portal was no more.

They'd lost.

She'd won.

She'd sunk into the pile of corpses then, whatever energy that had sustained her flickering away. Her eyes had closed.

When they had re-opened, the rain had lessened, and the bodies were stiff and cold. The temporal loop the alley had been caught in for the battle had obviously ended.

So here she sat.

What was there for her to do? The world was strange, crawling with filthy humans whom she knew too little of to fit in with them. And why should she want to anyway – they were beneath her. Her army was long dead, and in her weakened state she doubted she could command the respect of enough demons to re-conquer her domains.

Why should she even try? They were dead, all of them, and they'd left her all alone, with no-one to help her, no-one one to guide her...

Stoppit. Stoppit. She pushed her hands to her hand to crush the rising pressure in her chest, the feeling in her throat, the fluid leaking from her eyes onto the mosaic of blood that crossed her face.

She was Illyria, God King of the Primordium, Shaper of Things, and a God to Gods. She would find a way.

She stood slowly, cradling her broken left arm to her chest. Her ribs had been damaged too, not to mention the numerous cuts and bruises and lacerations that crossed her skin, even through her armour.

First, mourning.

The Shell's memories told her that it was the custom of those in mourning to wear black. She was not human, and cared not for them, but she wished the world to know her grief, and it was impossible for her to compose a eulogy of stone with her current powers. So her armour shifted, its red and silver fading to black. A deep black, that reflected none of the light from the city, or from the stars.

It had been her custom to trim her tentacles too at a time of mourning, but the removal of her limbs at such a time now seemed excessive. She ignored the wailing voice within her that told her what was the point of having limbs if they were all dead.

Instead, she grabbed a piece of grey green bone from the alley, and began to hone it to an edge on her leg armour, and on another piece of bone. And when it was sharp enough, she took her vast heavy mass of blood soaked hair and hacked at it, again and again until the majority lay in the pools of blood in the alley.

Second, memories.

From within her armour she withdrew her half-breed's leather coat. He'd given it to her after the first frantic hours, fearing for its safety, and begging that she store it in the otherspace in her armour. She'd at the time questioned his concern over an item of clothing.

Now she simply pulled it across her shoulders. This way he would be with her wherever she went, and whatever foe she killed, he would have a part of.

Traditionally, she should skin her Qua'ha Xahn, and add his pelt to her armour. But he was human, and it would not enhance it much. Better to leave him be. But she would take his weapons. She preferred to fight with her own body as the weapon, but this battle had taught her that now she had limits set by it, limits she couldn't break. So she would use his weapons to deal death to foes. A last piece of advice from him.


She still was not sure what to do. What was there to do? She could continue what the others would've done –fighting demons and evil and keeping the city safe.

But it wasn't her city, and besides, she saw no need to prevent demons from eating each other, or the scum that was humanity either. She would too, if it were not for the fact that she did not require sustenance. She knew that they would have regarded her in her true form as evil – and maybe she had been, by their standards. She'd razed enough worlds that her name had been feared across the multiverse.

And now she was barely known, barely recognised. A handful of deranged cultists. A frail mortal form. What spark of power she'd had, stripped away.

She might as well lie down and die. There was nothing better to do. And then she would be in the darkness like that of the sarcophagus – no troubles, no anger, no blood, no battles. Just nothing, floating within it forever. Would it not be better to lay it all aside?

No. I am Illyria, World-Forger, City-Razer. I will not give up that easily. Surely there must be something I can do, something for me now that they're gone?

The sun began to come over the now grey horizon, lighting her and the alley with the faint sliver of orange it brought with it.

And then she suddenly realised – why did there have to be something for her to do?

She was a master of time. One portal from her and her Qua'ha Xahn could be warned, better prepared. The others too.

Yes, this was the solution. She'd rewritten timelines before – it wasn't even hard. This would solve things. There would no longer be that terrible ache in her body and mind that she could not identify.

Of course, she'd need her powers back. The majority of the little strength she'd had had been stripped away by the Mutari Generator, and scattered across the universes. It had been necessary – she didn't want to die the true death the loss of control of her powers would've involved, but that didn't mean she didn't want them ever.

She'd need to enhance the Shell, stabilise it as a container. Layer it, like containment for fusion experiments. Then, retrieve the power.

She couldn't do these things herself. She'd need someone capable of mighty magics, similar to those she'd had access to.

Users with that level of power were very hard to find. Very hard to find indeed.

And then a memory, a woman with red hair and a kind smile.

Willow Rosenburg. She smiled.

There was the answer. There was the goal.

And as the sun came up, a thing that looked like a woman wearing a long leather duster stepped out of an alley piled high with dead bodies, and began to walk into LA.