"Okay," Buffy said, turning back toward Spike, keeping her voice deliberately calm and even, very much aware that he was on the edge of completely freaking out already. "Obviously she knows what we were talking about..." She glanced back toward the door, with a worried frown, as she went on, "...and obviously you were right about the magic. So there's really no choice about it. I need to go talk to her."

"Buffy...Buffy she's gonna kill me," Spike told her, his voice trembling and imploring as he stepped toward her, taking her arms and searching her eyes fearfully. "Maybe you could talk to your Watcher. He's got all the bloody magical knowledge, doesn't he? Maybe he could think of a way to...to stop her..."

"Maybe," she conceded, nodding slowly. "I'm gonna talk to Will first, see if I can calm her down, reason with her. If we need to, we can see if Giles can do anything to help."

What she did not tell him was that she was not very sure that Giles would be interested in helping Spike at all. Next to Willow, Giles was first in line for the Most Likely to Stake Spike award, and she knew that it would take a lot of convincing to get him to do anything against Willow, to help Spike.

Besides, she was certain that it would just take a few minutes of conversation with Willow to figure out exactly what was going on, and get her to back off, if necessary. She knew that Willow hated Spike, and she had to admit that it was understandable, but she was sure that if she could just talk to her she could convince her to leave Spike alone – at least for the time being.

"She's not gonna listen to reason, pet!" Spike insisted, desperation coming through in his voice and his pleading eyes. "That's *not* going to work!"

"Spike," she said softly, reaching up a hand to rest at the back of his neck, gently massaging in an effort to soothe him, "it's gonna be all right. I've known Willow for years. Trust me."

Spike did not respond, searching her eyes intently for a long moment, desperation clear in his own. Finally, he dropped his gaze, with a weary sigh of defeat. No matter how hard he tried, he was not going to be able to convince her that her sweet, shy best friend was truly dangerous.

And with that realization went his last hope.

With a rising sense of despair, he let her go and went to go and sit down on the edge of her bed, leaning forward and resting his head in his hands. “Whatever you say, love,” he said in a flat, weary voice.

"Just stay here and wait for me, okay?" Buffy instructed quietly, her tone even and calm, but not without compassion. "I'm just going to go talk to her, and then I'll be right back."

He nodded wordlessly, refusing to look at her, absolutely sick with fear.

She stared at him for a moment, wanting to broach the wall she had just felt spring up between them, but thinking that anything she could say right now was not really going to help. With or without good reason, Spike was terrified, and the only way to really settle his fears was to work out the situation with Willow.

Steeling herself for what was certainly going to be a very uncomfortable conversation, she took a deep breath and walked out into the hallway. She walked down the hall a few steps until she stood just outside Willow's room. She hesitated just a moment before knocking on the door.

"Come in, Buffy." Willow's voice sounded a little muffled from the other side of the closed door.

Buffy felt an odd chill go down her spine. *Okay, *that* was weird!*

Still, she fought back the strange sense of foreboding that settled over her and opened the door and walked inside. *It's just Willow,* she reminded herself, a little uneasily. *Spike's little freak-out just has me a little jumpy, that's all. Nothing to be scared of here.*

"Hey, Will," she said casually, careful to keep her voice non-confrontational, as she closed the door quietly behind her and approached her friend. "Can I -- talk to you about something?"

Willow was lying on her stomach on her bed, a thick, intimidating-looking book open in front of her, with an open spiral notebook and pen lying beside it. She was obviously deep in research mode. She smiled at Buffy as she entered -- that same guileless, disarming Willow-smile that Buffy had come to know -- and trust -- so well.

"Sure, Buffy. What's up?" she asked, the slightest hint of a frown creasing her brow at the look on Buffy's face. "Is something wrong?"

"Yeah...um..." Buffy hesitated, looking into the wide, innocent eyes of her best friend. *This is ridiculous. This is *Willow*. She's so not dangerous!* she thought. "It's...nothing, really. I just -- well -- it's Spike."

"Oh," Willow nodded knowingly. "Yes. Still not dusty. Yep. That *is* a problem." There was no malice in her voice, just her usual mildly sarcastic joking tone, that way she had of making her feelings known about something without being too aggressive about it -- easing the blow of her opinion by wrapping it in a joke.

At the moment, however, remembering Spike's terrified face, the very real fear he held at the moment of Willow's making him "dusty" for real, took any appreciation for the humor of Willow's comment right out of Buffy.

"Will," she said in a gently reproving voice, without the hint of a smile.

"Okay, okay," Willow relented, rolling her eyes slightly before giving Buffy a grudgingly apologetic look. "Sorry. What's the trouble?" she asked, focusing on Buffy dutifully, all wide-eyed attention.

Same old Willow.

"Well -- this is gonna ound really silly...I almost hate to even mention it, in fact. But -- well, um -- he's a little -- scared of you, Will," Buffy admitted sheepishly. "He says you -- threatened him. Threatened to use your magic. To kill him."

Buffy was not sure how she had expected Willow to react. Shock, disbelief, denial -- maybe even incredulous laughter? The last thing she expected was the reaction that she got.

Willow's face took on her typical guilty look, flushing red with embarrassment and not quite meeting Buffy's eyes. "Well," she began with a little grimace, her voice small and timid. "I didn't exactly *say*...'kill'...exactly..."

"Willow!" Buffy was astonished.

“Okay!” Willow admitted sheepishly. “I threatened him. I did. I just – Buffy…” She hesitated, looking down at the bedspread for a long moment before she raised her tearful eyes to meet her friend’s. “I don’t trust him…obviously. He killed Oz, Buffy. And I know that you think he can help us beat Faith, I understand that, I really do,” she went on, her wide eyes open and searching Buffy’s for understanding. “But I just wanted to get the standard disclaimer out of the way. You know. If you hurt my friend I’ll subject you to the most painful fate you can imagine…that sort of thing.”

Buffy was starting to feel a little better already, listening to her friend’s explanation. The way Willow told it, it sounded much more like something that her friend would actually do. “Will – that sort of thing is usually just for dating situations,” she pointed out dryly, congratulating herself on making that comment with a straight face and no hints to her perceptive friend of what was *really* going on between her and the blonde vampire.

Willow shrugged. “Well, ya know. I thought it might also work for the whole mortal enemies working together scenario, too. Just in case he’s – well, in case he’s not really on your side, Buffy.”

“I understand that, Will,” Buffy conceded. “But it really wasn’t necessary. He’s totally freaked. He’s thinking you’re gonna go in there and stake him with the power of your mind for even telling me about it.”

At that, Willow gave the disbelieving laugh that Buffy had expected earlier. The laugh faded into an apologetic half-smile. “I guess I was a little *too* convincing, huh?” she guessed. “I mean…not that I didn’t mean it,” she clarified, her expression suddenly serious. “Because Buffy, if he *does* do anything to hurt you…I *will* stake him. Most likely with the power of my mind,” she informed her matter-of-factly.

Buffy actually smiled, not at the thought of Spike being staked – after all, she knew he was not going to do anything to hurt her – but at Willow’s steadfast loyalty. She should have guessed that this was what had really happened. She could not really fault her friend for trying to protect her – even if she did not really need protecting.

“You can do that?” she asked, a little awe-struck. “With your mind?”

Willow gave her a modest smile, and nodded. “Yeah.”

“He told me you made it so he couldn’t move and couldn’t talk…all with just a wave of your hand.”

“I did,” Willow admitted. She gave a little half shrug. “That might have been taking it a little far, I guess.”

Buffy laughed softly. “I think it was,” she agreed, trying to keep her expression serious. “Really, Will, he’s not going to do anything to hurt me. I’m the only thing standing between him and Faith right now. It’s not in his best interests to hurt me.” She paused. “So…that sort of thing is really not necessary. Okay?”

“Okay,” Willow agreed with a sigh. “I’m sorry, Buffy. I was just trying to help.”

“I know,” Buffy smiled at her reassuringly, feeling an immense sense of relief.

She had just known that the whole thing was not nearly as sinister as Spike had made it sound. Of course, from his end, she could certainly understand why he had been as shaken by it as he had been. But now that she had talked it out with Willow, she knew that he could rest easier; Willow would leave him alone.

The hard part was going to be convincing *Spike* of that.

“So…that little freezing spell or whatever…to make it where someone can’t move…” she went on slowly, a sudden thought occurring to her. “You could use that on Faith…right?”

Willow’s face lit up. “Ooh! Yes! I could!” Her voice was enthusiastic as she went on. “Maybe if you guys could lure her into a fight…and then I could freeze her…and…and then…well, I’ll leave what would happen next to your judgment. That’s kind of your department,” she said, grimacing in distaste at the thought of what might need to be done to Faith at that point.

“That’s a really good idea.” Buffy could feel her spirits rising at the first small inkling of progress they seemed to have made at all. “So…see? Some good came out of this whole thing!”

Willow looked tremendously relieved, her guilt face fading away at Buffy’s words.

Buffy could not imagine how Spike could have been so scared of the timid, unassuming girl.

Just then, she heard the doorbell ring downstairs. “I guess I’d better go get that,” she said with a sigh, heading toward the door. “I’ll let you get back to your studying. I’m sure you’ve got lots of stuff you need to do.”

As she walked out the door with a lighter step, having allowed herself to be reassured from the very uncomfortable thoughts that had been introduced to her in the past hour, Willow watched her leave with a small, private smile.

“Yep,” she muttered to herself as she rose from the bed. “Sure do.”


Spike sat on Buffy’s bed, in exactly the same position he had been when she had left, trying to control the rising sense of panic that was trying to overtake him. He just knew that this was not going to go well. The witch was going to convince her that he was lying, or delusional, or that it was no big deal, and then the first chance she had to get him alone…

He shuddered.

Just then, he heard the sound of the doorbell ringing, followed a few moments later by a familiar set of footsteps heading down the hall, and then down the stairs. He wondered how much of the conversation Buffy had managed to have before being interrupted by the doorbell.

Anxious, he rose from the bed. He had no idea exactly how much Red knew, but he knew that if Buffy had talked to her at all, she was going to be seriously pissed off, and the last place he wanted to be was anywhere alone at that moment. He decided in a moment that he would go downstairs, and stick with Buffy from that moment on. He had no intention of being alone with the witch, from that point on.

He headed for the door, eager to get back to Buffy, and the fragile sense of safety that surrounded her.

“Where ya goin’?” a casual, friendly voice that struck terror through his heart spoke from behind him.

He whirled around to face Willow, standing a few feet behind him, her hair – was it darker than usual? – blowing in a wind that should not have been in the room, her eyes dark and full of malice.

Unable to respond for the fear that consumed him, he took a couple hurried steps backward away from her, toward the door.

Suddenly, the door, which had been standing partially open, slammed forcefully shut behind him, and he jumped, turning halfway to stare at it with wide, shocked eyes, before turning again to face her.

She shrugged, with a little giggle that was chillingly malicious. “Hmm,” she mused, stepping closer to him slowly. “Guess you’re not going anywhere, huh?”


Buffy could not believe how much better she felt as she hurried down the stairs toward the door. She was so glad that she had talked to Willow and gotten everything straightened out. Now, she just needed to talk to Spike and calm him down. She would just see who was at the door, and then go right back upstairs to talk to him.

In a precautionary gesture that was habit by now, she took out her stake as she moved toward the door. It *was* after dark, and she could not be too careful. Of course, she reminded herself, a vampire could not actually get into the house anyway, so the stake was a pointless comfort.

Like a vampire would just walk up to the door and ring the bell anyway.

*Unless it’s Spike,* she reminded herself with a soft smile of amusement, remembering when he had first turned up at her door a few nights ago.

She opened the door…and froze in her tracks. She stopped breathing completely for several long moments, and she was quite certain that her heart skipped a few beats.

A vampire had indeed come directly up to her door and rung the bell – a vampire in much worse condition than Spike had been when he had come to her door.

Apparently, the creature had barely had the strength to make it to the door, and had collapsed on the porch after ringing the bell. He was dirty and disheveled, in tattered clothes and covered in many terrible cuts and burns and other injuries that Buffy did not even want to try to identify.

He looked as if he had been through hell.

He had.

She suddenly remembered she was still holding her breath, and gasped in a deep, much-needed breath, as she dropped to her knees in the doorway in front of the battered creature on the porch, heedless of the danger that surrounded them just outside her door, overwhelmed with emotion.

She let out the breath she had drawn in a ragged sob, tears streaking her face as she finally spoke in a broken, disbelieving whisper.

“*Angel*!”