Disclaimer: I don't own or profit from BtVS.

Spoilers: Ted

Remember When

Chapter Eight

Duh nuh nuh nuh, Batman! Dawn bounced on the balls of her feet in time with the theme music in her head, before realizing that imitating a rubber ball wasn't all that stealthy. Okay, spending way too much time with the Xan man. Dawn forced herself still, pressing against the exterior wall of the old shampoo factory. This was such a bad idea. If Buffy knew what she was doing, her seventeen year-old sister may actually die of a coronary. Like, expire right on the spot. One hand over her heart, the other waving in the air while gasping, 'How could you be such a dummy, Dawn!'

She glanced up at the bright noonday sun. At least it was in the middle of the day. It had taken all the mediocre restraint in her gangly body to wait until the first bell before she snuck off campus. She thought for sure one of those mythical truant officers everyone whispered about was going to pop up at any moment, flash a shiny badge, and haul her downtown to juvie where delinquents with tongue piercings and tattoos waited to flush her head in the toilet.

She realized she was bouncing again. She'd make a horrible assassin. Or spy. Or secret, slayer sidekick. Gawd, Buffy was going to murder her! Shaking her head, she hunted for the fire escape. She was almost three quarters around the building, and half way to peeing her pants in fear, before she found a rickety staircase kinda bolted into the brick wall. It listed to the side, and she suspected it was missing more than a few bolts and the ones intact were rusted.

Oh, well. In for a penny, in for a pound, mom always says. She put down the Styrofoam cooler she bought at the butchers and leapt for the bottom rung. Drat! She hung from the rung, blowing uselessly in the wind. The staircase didn't extend like it did in the cop shows. It must be rusted. She let go, grimacing at her red-stained hands before wiping them on her jeans. Great, Buffy was right. She was going to get tetanus.

She scanned the alley until she found an old wooden crate. It took all the strength in her skinny arms, and knobby little legs to push it over so it was directly beneath the rung. She stopped every couple of minutes, throwing scared, quick glances over her shoulder. The crate made a horrible scraping sound across the pavement every time she shoved. She was making enough noise to wake the dead. She just hoped it wasn't enough to wake the undead.

She snatched up her cheap cooler, biting down on the canvas carry strap so her hands were free to scramble up onto the crate and onto the fire escape. The rickety, metal stairs creaked and swayed under her weight. One bolt snapped and they dropped a couple of inches beneath her feet. She screamed through tightly clenched teeth, holding on to the thin metal rail for dear life. When she didn't die, she hustled to the top of the steps. She reached the edge of the slanted roof with an audible sigh, and clambered off the death trap onto weather-warped tarring that sagged when she stepped on it.

Vampires aren't going to kill me. This friggin' building is!

Dawn swung the strap of the cooler over her shoulder, balancing the weight with her heavy backpack, and very carefully made her way to the domed skylights in the center of the roof. The glass was caked with an inch of dirt, and what she suspected was pigeon poop. Gross! She pulled down the sleeve of her shirt so it covered her palm, and cleaned small spot. She cupped her hands around her face to block out the sun, and pressed her nose to the glass to see inside.

It was dark of course, and it made it hard to see, but she could make out a large cavernous room with a long table set in the middle. All around the room she could see groupings of people lying on the floor or on ratty couches pushed up against the walls. Not people she reminded herself. Vampires. They lounged like those nasty hyenas on Pride Rock after Scar took over.

She knew Spike wouldn't be there. He wasn't a group snuggle kinda guy. She pushed herself off the glass and moved lengthways down the building. She made it to the far end without finding him. Disappointment and desperation loomed inside her. She already risked so much on this adventure. She had stolen from her family. From Ted. She spent the money on blood. She skipped out on school. She risked her life, just coming here. And now she couldn't find him! It wasn't fair!

She sunk to the ground, bracing her back on the edge of the last skylight and pouted. Maybe she should just go in the front door. Real sneaky like. All the vamps she seen so far were all tucked into beddie bye for the day. They were all with the sleepies. She could tiptoe in and take a peek into some of the rooms she couldn't see. Of course, that was stupid heaped on more stupid. Knowing her luck she'd trip over Angelus and land neck first on his fangs.

She huffed, hauling herself up. She wasn't a quitter. She was a Summers girl. And Summers girls never quit. She walked over to the edge of the roof, noticing a catwalk along the exterior wall. She lowered herself down, carefully testing the structure to make sure it held her weight. There were a lot of dirty windows, and she took her time checking them all. On her third or forth peek, she finally found him. At least she hoped it was him. The room was very dark, but she could see an abandoned wheelchair. Buffy said he was hurt. Wheelchair bound in fact. That's why she was here. Someone had to look after him.

She tested the windows and found they opened inward after a little heavy duty pushing. She peaked inside, relieved to see that there was an old steel desk pushed up next to the wall only a few feet below. She struggled onto a small lip, and quietly lowered the cooler. The strap wasn't long enough and she had to drop it the last few inches. The soft Styrofoam didn't make much noise, but her heavy backpack hit the desktop with a loud crash. She winced, and scurried inside, hoping she wasn't ending up someone's lunchable.

She dropped to the floor in a crouch, hands defensively held in front of her like Buffy taught her. A quick glance around showed no one else in the room, and except for the wheelchair and a couple of tables it was empty. Which was weird. If Spike was hurt shouldn't the wheelchair be near to him so he could reach it when needed?

There was a faint trace of light coming from beneath a door on the other side of the room. She picked up her stuff, and took a deep breath, before bravely (stupidly) marching towards it.

She very carefully opened the door, peeked inside, and lost all the breath she was holding. The room was wreathed in candlelight. Almost if the occupant of the room was as afraid of the dark as she. It gave the room a soft golden glow, especially where the candles were clustered around the bed. Where Spike lay sleeping. Naked. Well, mostly naked. The red, shimmery sheets were rucked around his waist, but the rest of him was naked! Omigod! Cooties! So gross. Naked Spike. Naked boy. Naked boy, Spike. Gag me!

She slipped into the room, glancing around to see if anyone else was there. The edges of the room were draped in shadows since most of the light was centered around the bed. She closed the door, and crossed to a sturdy, square table near the bed and put her bags on top. She turned towards Spike, expecting him to be glaring at her. Vampire! Big, bad hunter. He should be all with the growlies and the grrrs.

When she edged closer, Dawn realized why Spike was still asleep. Buffy was right. He was hurt. Really, really hurt. His face wasn't so bad, but the rest of him was covered in raw, gag worthy burns, and he was so skinny she could count his rib bones. He was all bruised up, and there were long, Freddie Krueger claw marks raked across his chest. Like maybe he'd been in a fight. 'Cept he was all with the not being able to walk. Hello! Wheelchair. Which meant no fighting.

Which meant someone was beating him.

Dawn's heart hurt so bad, her back bowed. She pressed her palms to her cheeks, her fingertips over her eyes. Spike would be so mad if he saw her crying for him.

She took a few deep breaths and wrangled her girly emotions under control. She looked for a safe patch of skin to shake him awake. She settled for poking him repeatedly in the shoulder while calling his name.

He came awake in a flurry of motion. He wrapped his hand around her throat and yanked her forward until she draped awkwardly over his chest. He shoved his face into hers, and for the first time Dawn got an up close and personal look at a vampire's gameface. She only had a peek at Angel's when he vamped out in Buffy's room, and that had been scary. This was freaking terrifying. She'd be screaming if she could draw breath, but his strong fingers were pressed with bruising force into her windpipe. Her big eyes filled with tears and she whined deep in her chest.

All the sudden she was flying backwards. She landed with a loud, painful thud on her rearend. As she groaned, Spike struggled to sit up, using the strength of his arms to brace his back against the headboard. When he saw who was in the room with him, he clutched the sheets to his chest like a blushing, virginal maid, and pinned her with furious blue eyes.

"What. The. Fuck?" His rage and stupefaction were palpable things in the room. He swept the area, frantically checking to see they were alone, before settling on her again. "What are you doing here, Snack Size?" The Slayer could have dropped naked in his lap and tittie danced and he wouldn't have been more surprised. What was the sprog doing here? Where was the Slayer? Was she just too damn stupid to understand the letter he sent her? Why didn't this brat have one of those soddin' electric fence collars to keep her the house like a misbehavin' dog? Because, CLEARLY she needed one.

Dawn sprawled on the dirty floor, her gangly legs tangled up and her hand wrapped around her bruised throat. She coughed to clear her airway, and she saw something flicker in Spike's eyes. If it was Buffy or her mom, she'd say it was concern, but it was Spike so….?

"Hi, Spike." She raised her hand limply in greeting. Her voice was a little ragged, but it was no worse for wear. She'd be alright in a few minutes. She scrambled to her feet and stood next to the bed.

Spike leaned slightly away, the sheets still clutched to his chest. "You need to go." His eyes flashed to the door, then back to her. "Now!" he hissed. Why the soddin' hell did he even bother? The sprog was lack-brained. And that sister of hers. Some Slayer. Letting her little sister breeze right into a fucking vamp lair, practically begging to be eaten. This must be a case of Darwinism. Snack Size just wasn't meant to survive to have offspring.

"But I brought you food." She turned away to retrieve the cooler and her bag. "Buffy said you were real sick, and weren't getting fed." She skipped back to the four-poster bed Spike reclined on. She knelt beside him, pushing the cooler under the bed where it was hidden, but still accessible. Then she opened her backpack and pulled out a brown paper bag.

"I bought too much blood to fit in the cooler, so you need to eat this first, before it goes bad." She opened the bag with a loud crumple and pulled out a quart of pig's blood. She popped off the lid, and for the first time since she retrieved her bags, she looked up at Spike. She was only twelve, and she wasn't overly familiar with the nuances of other people's emotions, being primarily focused on her own, so it was a little hard for her to identify what she saw on Spike's face. She thought it looked like awe, but why would anyone look at her with awe? She was just Dawnie. She was nobody. Buffy was the special one.

"Here," she offered, subdued.

Silently, Spike took the plastic container from her, but he didn't drink. He just stared at her with fathomless blue eyes.

"Why did you do this, Snack Size?" A strange disquiet settled over Spike.

Dawn blushed and fidgeted. She couldn't look at him anymore. His gaze was too penetrating. She traced nonsense in the dust on the floor with the toe of her shoe as she thought about what to say.

"Because no one else would. I-I think Buffy wanted too, but she's the Slayer. It's like-against some sort of moral code, I guess." Dawn frowned a moment, before her face hardened into resolute conviction. "It shouldn't matter. People are supposed to help people who need it. She's just being stupid and a coward."

"No, she's not. She's bein' smart. I'm not people. I'm a vampire. I eat people. I'll eat your sister if I get the chance. Just like she'll stake me if she can. It's our nature. It's our dance."

Dawn kept her face averted. She hated hearing what he was saying. Grown-ups could be so stupid sometimes. Once they got a dumb idea in their head they wouldn't let it go. Why couldn't Buffy and Spike figure out what she already knew? Spike belonged.

"Y-you're my friend."

Spike was silent, and she was afraid to look at him. "We aren't friends," he replied coldly. "I'm a vampire, and you're lunch."

Dawn popped up, fists on her hips, her cheeks blazing with temper. "We are to friends," she spat, completely unafraid of the vampire who threatened her.

"Are not!"

"Are too!"

"Are not!"

"Yes we are. You're nice to me."

Spike's jaw unhinged. "Take that back." He was losing to a twelve year old. He might as well cut off his wrinklies here and now.

Dawn folded her arms, and set her mouth mulishly. "No. You coulda killed me. Coulda killed Buffy. You helped me out when I needed it. Now I'm helping you out."

"Great. Your debt's paid. Now get out!" he snarled. This was all too unsettling. He didn't know how to handle the situation. It was well outside his realm of understanding. Vampires, as a rule, didn't go around altruistically doing things for each other. His own sire wouldn't feed him. He needed her to leave, and he needed her to do it now. She was buggering his whole world up.

"You know, a thank you wouldn't be out of order, especially since I got expelled for three days last month 'cause of you!"

"What?" he spat. "What the bugger did I do?"

"I took your advice and got back at Kristy."

He cocked a scarred brow. Baby bint started out in high dudgeon, but now she was hanging her head in shame. Her sweet, candy smell was getting to him, and his stomach rumbled in hunger. Fuck! He hadn't eaten a person in weeks. He was starving. Not just for blood, but for the thrill. There was a certain taste to live food you couldn't get from the tap. All that fear and pheromones. It was delicious. He could hear her tiny, fluttery heartbeat and his fangs itched to bury themselves in her soft neck. He growled low in his chest, and turned his attention to the rank concoction in the plastic container. The vile crap she had risked her life to bring to him. Because he needed it. Because he was sick and hurt and….alone. Christ! He felt sick to his stomach and didn't know why.

He drained the container and reached for more.

"Well, what did you do that was bad enough to warrant expulsion?" Why did he keep having these inane conversations with this lack-brained, emotionally overcharged, twig of a little girl? She should be leaving. If he could walk he'd be shoving her out the door. He should be eating her. He took another gulp of pig's blood.

Dawn shifted her weight, hugging her waist. She was deeply ashamed by her actions. Her mother had been stunned, and Buffy just shook her head, which was almost worse than the grounding she got. Getting a rep for revenge like Spike suggested wasn't how she thought it'd be. None of the other kids at school respected her for it, and they whispered about her in class. She just hoped it would blow over as soon as the newest scandal hit the small junior high.

"I wrote a letter to an older boy she likes and signed her name."

"That doesn't sound so bad." He abso-fucking-lutely wasn't interested in pre-teen gossip. He also did not watch soap operas.

"It may have been….sexy."

"Sexy?" Spike whipped his head around to glare at her.

Dawn flamed red, and Spike felt something like indigestion bubble in his gut.

"I may have said something about her wanting to meet him behind the bleachers to—you know."

"No, I don't know," he said evenly.

"Give him a bj," she blurted out quickly.

"What the buggering fuck do you know about blow jobs, Snack Size? Who's been educatin' you?" he growled. Some teenage boys were definitely going on the menu when he got his legs working again.

There was a lingering sense of sorrow behind his breastbone. Baby bint had done some growing since Halloween. She had gone from having no clear understanding of what made a bad man bad to talking about blowjobs. He'd seen the same loss of innocence in the Slayer over the last few months. She was hardening before his very eyes. Soft, joyful youth replaced with cold, flat maturity. Soon Angelus would crush the last dregs of love from her, and she'd lose all her lollipops and gumdrops.

Dawn backed up, a tiny bit scared of his flashing yellow eyes. "Nobody!" she squeaked. "I am twelve and can read. And hear. And well, talk to other girls."

Spike glared at her. He wasn't happy. Why he wasn't happy, he didn't know. It didn't matter. No boys better be sticking their paws up her skirt. Period. She was just a little baby bint. Maybe he should have a talk with the Slayer about this.

"Anyways. He like, totally, came on to her." She shifted, looking away. "He might have scared her a bit." Dawn frowned. "Not all guys are like that are they?"

"Like what?" Spike asked, bewildered.

"You know. Grabby."

Spike's frown could have scared the undead dead. "No. There're men who are decent and respectful. The majority, in fact. But there's a handful of wankers that give blokes a bad name. It's a good thing you know how to handle yourself. Remember the lessons your sis taught you, and if anyone ever sticks their hand up your skirt you rip their fucking nuts off."

Dawn swallowed. "Umm. Gee. That's-gees. Graphic much, Spike?"

"Yeah, well. You asked. Now, we don't have time to swap the shite. You need to go!" He hissed the last word through clenched teeth, and pointed towards the door.

"Not until you say thank you."

Spike resisted the urge to gouge out his own eyes. "Thank you. Now get out."

Dawn crossed her arms, stuck out her lip and tapped her toe. Holy fuck, did she remind him of her sister.

"What?" he snarled.

"I'm not going to hug you because you're all ouchie and stuff."

"Thank all that's evil for small favors." I am absolutely not disappointed.

She edged closer to him, fishing around in the front pocket of her jeans. "But you are my friend, Spike," she continued as if he hadn't spoken. He was staring at her intent, little pixie face, trying to figure out what it was he felt in the hollow spot under his heart, when he noticed her wrapping something around his wrist. He looked down at a black, woven bracelet with a zig zag of red through the center.

He blinked. What soddin' hell is this?

From across the factory he heard a noise that froze him to the core.

Angelus was awake.

"Dalton," Spike barked.

A mousy man with thinning hair appeared out of the darkness. Dawn hadn't even known he was in the room with them.

"Take her and run. Whatever you do don't let Angelus get her. Throw her into the soddin' sunlight if you have too."

Dawn whipped her head around to stare at Spike. She never heard him sound so violently harsh. She looked into his eyes and saw fear. The same fear she seen in Buffy's eyes when she told her to run if she ever saw Angel on the street.

She was staring so intently at Spike, she didn't notice Dalton's advance until he was picking her up and flinging her over his shoulder like she was a bag of rice.

"Hey! Put me down!" She pummeled her fists against his back, and even though Dalton was a weakling of a vampire, her struggles were barely a flicker to him.

"Shut up, Dawn." Her eyes widened. Spike had never, not once, used her given name. She immediately stilled. "Just be quiet and let Dalton do his job. Angelus is up, and I guarantee he's already got your scent in his ugly snout."

She clamped her lips shut, and nodded. It was uncomfortable being slung over the boney man's shoulder, but there was no way she was going to complain. Just call her Mouse, she was gonna be so quiet.

Dalton was to the door, before Spike stopped him. "Don't fail me on this." An arc of understanding passed between servant and master. Saving the girl was the only thing that mattered. Finally, this was something he could do to make his master proud.

Dalton met Spike's eyes and stood a little straighter. "Yes, master."

Spike nodded, and Dalton felt something like love spread through his unbeating heart.

They slipped out the door, staying to the shadows as they moved at speeds that made Dawn's head spin. There was a loud, bestial roar behind them that made her bladder loosen, before her entire body seized up. Pinpricks of sweat dotted her spine, and it felt like her skin wanted to crawl right off her bones. She swept aside her long, brown hair with one hand, and twisted her head to see.

Angelus in full, snarling vamp face was chasing them down the corridor. If she hadn't know he was Angel she would never had recognized him. This is what a true demon looks like, she thought to herself in horror. His devil eyes glowed yellow in the dark, and his fangs dripped with strands of saliva. He was so close she could smell blood on his fetid breath. She would have screamed in terror if Dalton hadn't put on another burst of speed that jogged the breath from her body. She chanced another glance and Angelus grinned. It was malicious and ugly and dirty. It made her sick. He reached out a clawed hand, and she knew in her heart, they weren't going to make it.

We aren't going to make it, thought Dalton in a panic. I will once again fail my master. I am a disappointment. A disgrace. A failure of the lowest caliber. He could see the bright swathe of sunshine in front of them, and feel the hot heat of the monster in pursuit at his heels. As soon as he skid to a stop at the shadow's edge, Angelus would catch them. The girl would be devoured and Dalton would be a dead man. He knew with certainty, whether he failed or succeeded in his mission within moments he would be nothing more than dust. Only he could decide how he died. A failure whom no one mourned or an honored vassal who served his master well. In Dalton's mind there was no choice. He sped up when he should have slowed down.

Dawn was shocked when they burst into the sunlight. She thought for sure Angel was going to catch them, but instead of skidding to a stop at the edge of the shadows and throwing her outside, Dalton increased his speed. They were deep into the afternoon sunlight when she noticed she was starting to burn.

She screamed.

Suddenly she was thrown backwards into the air, landing several dozen yards from the immolating vampire. His headlong rush placed her much farther from the entrance than if he had merely thrown her from the shadows, and she scuttled back even further. His sacrifice gave her life and a chance to escape.

"Run!" Dalton screamed. She jolted to her feet, driven by the desperation in his voice. She watched in horror as he burst into flame, his slight body falling to ash. The last thing she saw was his beatific smile.

His ashes hadn't even settled, when her horrified gaze trained through the gray haze to the figure behind him. Angelus stood at the very edge of the shadows, his sulfuric eyes caressing her body. He leered at her, his tongue flickering along the length of his fangs. She was hypnotized, failing to notice how the shadows started to creep in as he cupped his hand over his crotch, his expression a terrifying mask of blissful lechery.

A/N: I know Dalton is dead by now. Burned up by the Judge. But technically since we are messing with memories, it doesn't really matter how he dies, just that he dies. Besides every interaction that is centralized around Dawn is technically fake. Okay, you caught me. I'm rationalizing. But hey, I like Dalton. He was good little minion!vamp. Besides just cause you're a minion doesn't mean you can't be heroic. We all deserve our moment!