DISCLAIMER: If I owned the Buffy or Angel franchises, I wouldn't be sitting in front of a computer writing fanfics such as these.

The older woman sat on the bench, watched as the sun went down, and waited.

All of the magic in the world hadn't kept her from growing old. And with age had come the loss of memory. At first, only the little things, but eventually. Well, it didn't matter. The truth was, she very rarely remembered forgetting. Oh, she knew she had. Sometimes, she was clear enough to know when she had forgotten or maybe even a hint at what she'd forgotten, but the knowledge would always quickly fade away.

But sometimes, she dreamed, and no matter how much time passed, she always remembered her dreams. How odd, when the dreams made no sense. In them she saw people she wondered if she knew, and creatures she wondered how she had ever imagined.

She watched the shadows, cautious, and unsure why. Once, she thought, she must have been afraid of the dark, perhaps as a child.

She glanced over at photographs set on her dresser. Some were old, some were new, most faces she didn't know anymore. Some of them were her children she supposed. They never came to visit. The nurse would tell her if they did.

But the one visitor she always had, the nurse never even knew of. He was the only thing she could remember, besides her dreams. She didn't know how long he'd been coming, but at some point, he'd begun to put stars on the dates in her calendar when he would be to visit.

"Hey, Red."

She looked over as he emerged from the shadows and casually walked to sit next to her on the bench. She just watched him, trying to recall his name.

"We're the last," he said after a moment, the slightest tremor in his voice.

A part of her cried out in sorrow, while the part of her that was conscious now only frowned at him in confusion.

"I'll have the Bit buried with the rest of them, in one of the plots. Nearest her sister, of course, like she would want, I think." He glared out at the night as though it were to blame for his sorrow, and maybe it was, she didn't know. Finally he looked at her, and his face softened. "This a clear day?"

"I don't remember your name," she said, and he smiled slightly, sadly.

"You never do, anymore."

"Who's the 'Bit'?"

His eyes closed briefly, before he glared out at the darkness again. In that moment she saw the face of a young girl in her mind, and recognized it. She glanced at one of the photos on her dresser, an older one, of a group of people. The girl was there.

She stood and walked over to it, then brought it back to him. "I dream about these people."

"I know."

"Do I ask you about them?"

He looked over at her for a moment then smiled and nodded. "Always, yes."

"Who are they?"

Silence, and she knew he was wondering if he should even tell her. Finally though, a whisper of a sigh, then he nodded, as though trying to convince himself. "They are-" He stopped, then after a moment and a deep breath. "They were the Scoobies."

She said nothing, the nickname meant nothing to her. "I wish I remembered."

He nodded. "So do I. I miss them, I miss her."

She watch him a moment, and smiled, suddenly sure of something. "She'd be proud of you, they all would be. You were one of the good guys."

He looked at her, startled. "You remember?"

"Not really, something I dreamed once just came back, a feeling of not being scared of you. You did something for a girl, something very important. So, you must have been one of the good guys."

He grinned, the first real smile he'd given her. "It's good to hear it, sometimes I wonder."

They sat in silence for several moments, then she smiled. "Tell me about them."

"You won't believe me. You never do."

"Please."

He sighed, and then began. He talked for hours.

Later, she didn't want to believe him, but she did. As he stared out into the night, she wrestled with herself. It only made sense to trust him, the words he spoke felt true. She couldn't ignore her feelings.

"When you dream of them," he spoke suddenly, quietly, "Are they happy?"

She nodded. "I think so, usually. When I dream, I feel young again. I feel like I'm really with them."

"Good, good. You deserve that."

"Have you always visited me?"

He nodded. "I've checked in on you every now and then. We used to talk for hours, then I'd move on to check on the others."

She watched him a moment, wondering how he could be so at ease with their conversation, and then it hit her.

"How often do we have the same conversation?"

He hesitated. "Often. It changes from visit to visit. Like this time, you didn't argue with the story I told you."

Anger flared up within her. "I hate you, you know?"

He looked at her, startled, and she nodded and looked up at the sky, trying not to cry. "You remember, you bastard. You can walk across the street and know why you're there. But that's not why I hate you. You look at these pictures, and you know them, and you know me. I can barely remember my name in the mornings. And I hate you, because I will die, and you'll still be here, won't you? You never said, but I know what you are. So I hate you," she finished quietly.

After a moment he nodded and smiled at her bitterly. "If it helps, Willow, I hate myself for the same reasons."

She nodded. It didn't help, but it humbled her to hear him say it. He had suffered, she knew. He had been close to them, finally gaining their trust and friendship, only to have to stand back and watch them die one by one. But he had stayed for each of them, watching over their families. Watching over her. As damned as she felt to remember nothing, she knew he must wish he could forget, just a little at least.

"I don't hate you really. It's against my nature, I guess. In a way, I actually envy you."

"Oh?"

"Yes, soon, you will be the last. You'll remember for all of us."

He just looked at her. "How soon?" His voice cracked, and she reached out to ruffle his hair.

"I'm sorry, I am," she avoided the question. "What will you do after I've gone?"

"What I've been doing, watching over the families." He reached out and grabbed her hand suddenly, holding it tight. "I'll keep you with them, Willow, where you belong. I give you my word."

"I know, thank you." For several moments they both gazed out at the night, hands joined, comfortable in the world only they seemed to exist in. Finally she allowed a single tear to drift down her cheek. "Very soon, old friend. Very soon. They tell me everyday that it might be my last, I guess. They told me this morning, and I wished that they hadn't. It makes me so sad, and it isn't like I can't feel it in me. Even you can feel it, can't you?"

He let go of her hand, and drew his up to rake his fingers through his hair. "Yes, I feel it. I'm sorry, so sorry, for everything I've ever done. I-" He stopped and took a deep breath, then let it out in yet another sigh.

"Don't. Whatever you're asking forgiveness for, I've given it to you a thousand times before, I'm sure."

"No," he said softly. "This has been the most different conversation ever. This time you've believed me, and you've been so kind. Sometimes, you refuse to speak to me, or just sit and cry, or ask me to leave. All I can do is beg your forgiveness, but you never understand. I can't stand this!" He yelled, then shook his head and hissed. "All I'm doing is sitting here, watching your pain, when I feel like I should be doing something to stop this."

"To stop mortality? No, I don't want that. I've lived my life, you know? I'm ready, I guess."

"So am I."

"Will you remember forever?"

"I'll try."

"Good enough, then. So I forgive you your sins against me, whatever they were." He smiled, and leaned over to kiss her cheek lightly.

"Tell me about them, your dreams."

And she did, for hours. When she was done, they were both laughing, and crying. He looked good smiling, she thought to herself, and wondered how long it had been since he had truly laughed. He grinned at her. "I can see them, the way you do. God, I miss them." He sobered at that, until she grabbed his hand again.

"Don't think of the bad things, although there were a lot. Think of all the god-awful funny moments we went through. And remember my dreams, with them still young and happy. Don't think of them as you last saw them, unless it was a good last look, of course."

He smiled, and she went on. "And PLEASE, remember me as young, because I know I looked better then."

He laughed. "You're still beautiful, I promise."

To the east, the sky began to lighten.

"You should go."

He nodded, and started to stand, then hesitated. "I don't want to."

"You have to."

"And if you die before I come back?"

"Then you'll be the last. And you'll remember. And maybe you'll dream."

After a moment he looked away from her and nodded, then stood. He walked over to her calendar silently, and drew a star on a date in two weeks. "Be here, Red."

She said nothing, only smiled as she watched him move towards the woods at the edge of her porch.

"Spike?" She said suddenly.

He looked back at her, surprised, and she frowned. "Is that your name? It just came to me."

He smiled, and she realized he looked happier than he had when he'd arrived. "Yeah, it used to be. Been a long time since I answered to it."

"Oh, I'm sorry, then. I thought I was having a revelation, but I guess it was just a memory."

"Those are good too, memories. And it was a name that brings back some good memories." He shrugged. "I kinda miss it, it just went out with all of the other stuff."

"So you miss all of it? Even the bad?"

"Yeah, I guess I do. I mean, it was still time I spent with you all, and that can't be all bad."

"No, it can't."

He started again for the trees, and she called him back. "I miss it too, I think."

He nodded, and then was gone.

She looked at the chair he'd left, at the photograph setting there now. For a brief moment she could hear their voices, their laughter, things she had never remembered from her dreams.

And she knew that in a little while she wouldn't even remember what the two of them had talked about, only that he'd been here. And that was when she realized why he always came to see her. He would remember forever, but he wanted her to know too. He wanted her to know. she was also one of the good guys. A load lifted off of her shoulders, and she laughed as she cried.

Someday, he would be the last, and she would be with them, because she belonged with them after all. She'd have them forever, and he would never have them again. For a moment she missed him, but she knew he'd be back, and in the end, he'd keep them together.

Maybe he would dream, and see them.

The fog began to seep into her mind, and she sighed. Yes, she would miss him, and he would miss them all, when he was the last.

She sat on her porch and watched the sun rise, and waited. She remembered very little nowadays. But sometimes she dreamed, and she always would remember her dreams. How odd, sometimes, the things she saw in those dreams. Sometimes, they felt like memories she was being blessed to live again.