Spike was painfully confused. One moment he'd been facing certain death at the claws of their current target, the next it was across the battle field and she lay at his feet, struggling to breath through the slit in her throat.

Watching slayers die was nothing new to the blond vampire, hell he'd even bagged a couple himself, but somehow seeing one he knew personally die to save him was to much for the Brit to take. Of course he tried to put on a brave face for her, cradling her head in his lap and whispering softly that help would be there soon if she'd just hold on.

"It'll be ok pet, shh don't try to talk," he murmured reassuringly, but he knew it was futile. She saw it in his eyes and reflected it back mutely, she wasn't going to make it. Holding her gently against his chest, Spike hummed softly as his blue eyes scanned the foggy landscape around him, least something else sneak up on the pair while he waited for the others.

The others, he thought, brushing the slayer's hair back lightly, noting the glazed look to her eyes. The others would be surprised, to say the least, that something's gotten a jump on the trained young woman. He could imagine it now, pain and anguish would be written on most of their faces, fury'd etch itself on the girls' though. God how amazing they looked when they were infuriated. He'd tried to explain it to Gunn once, with the Slayer present. She'd laughed at his attempts to describe the beauty he saw when his wife and sister were enraged at someone, she'd laughed harder still when Kitten'd overheard him and dropped him like a mortal, having mistook his admiration for an insult. She was still chuckling when she'd reached down and offered him a hand to help him to his feet. She wasn't laughing now though, was she?

Angel wouldn't either when he saw them. Dimly Spike'd grown aware that the woman in his arms had stopped struggling to breath and he lowered his head in reverence. Several painfully clear memories began to flash in his mind as she remained in his arms. Most of them centered on the last days of Sunnydale, of sitting alone with her after long days of training girls and longer nights of guard duty. Nothing'd happened during this sits though, other than talking. She'd confide in him how frightened the upcoming battle really made her, how she was afraid she wasn't strong enough to win, afraid for the others and how many might die. Words she'd never tell another soul.

Her body'd grown ice cold by the time the figure cut through the thick fog. The dark haired older vampire glanced at the blond, his nose twitching at the coppery scent that flooded the area.

"How bad are you hurt?" Angel asked before realization sunk in. Slowly looking down at the woman, tears began to line his dark eyes. "What did you do?" the ensouled champion whispered.

Spike wasn't quiet sure if Angel was asking the Slayer or himself, but he spoke anyway, his voice low and mournful when he replied, "It was comin' after me hard and fast mate. She put herself between me and the brute, got him good too." With this he gestured towards the demon's body. "She didn't make it though," Spike whispered.

With sad eyes, Angel knelt down to take the young woman's body from Spike's arms only to have the blond tighten his grip for a moment in grief. After a few tense seconds he slowly handed her over to his grandsire with a defeated sigh. "The Slayer is dead," Angel murmured.

Crying softly, Angel brushed back Faith's long dark hair while Spike finally moved to retrieve the axe she'd buried deep in the creature's skull. Raising the blade towards the dark, foggy night, he growled lowly to the hell that surrounded them, "Long live the slayer!"