A/N: Thanks to my lovely beta, Eowyn315!!! :)



A low, dark laugh, not in any way resembling Willow’s voice in life, filled the room as the young vampire took in the form standing in the doorway. Spike met her gaze without flinching, his expression solemn and determined.

“Awww, look, puppy,” Willow stage-whispered, leaning in closer to Angel while keeping her eyes focused on Spike. “Looks like a little stray just wandered in. Maybe he’s looking for a home, too, huh?” Turning to fully face Spike without leaving the bed, Willow looked him over speculatively, her voice hardening as she asked, “Where’s your mistress, little stray?”

Spike ignored her mockery, taking a slow step into the room while reaching into his duster to retrieve a broken piece of a tree branch.

“Oooh,” Willow taunted him, her eyes widening in false alarm. “Baby likes to play rough, huh?”

“I’ve seen the things you’re planning, Red…the things you’re going to do, because she cares too much about you to stop you,” Spike informed her quietly, not acknowledging her goading remarks. “I don’t.”

“Awww,” Willow smirked, rising from the bed and taking a step closer to the older vampire. With an exaggerated pout on her pretty lips, she placed a hand over her unbeating heart, shaking her head reprovingly. “That hurts, Spike. That just gets me…right here.”

“No, it doesn’t. But just give me a minute.”

Willow’s false smile faded, her eyes glittering with anger at Spike’s firm response. She regarded him for a moment, her jaw setting with determination and challenge. “You think you can?”

“I know I can.”

The fledgling laughed in surprise, before standing up a bit straighter, the mirth fading from her eyes once more as she beckoned him in a two-handed, challenging gesture.

“Come on.”

Spike shrugged slightly, almost casually…and then lunged at her, gripping her wrist and
twisting it behind her back, bending her back over the bed as he raised the stake in his free hand and plunged it downward…only to watch as it buried itself harmlessly in the mattress where Willow had just been.

“That was sad.”

Spike whirled around to face the mocking voice coming from behind him, and stared in amazement at the little redhead, now perched on the edge of the dresser, her legs crossed and swinging idly, a smirk of satisfaction on her face.

“Really, Spike, after a hundred years…you should have better aim by now.”

“What in the bleedin’…”

“I’ve discovered some things about myself these past couple of days, Spike,” Willow mused, cutting off his slow, startled words as if he had not been speaking. “Some very cool…very heavy…things.”

Spike just watched her carefully, wary now, and unwilling to make another move until he knew exactly what she had just done…and what exactly he was dealing with. He waited in silence, aware that she was more than ready to keep talking. Even in life, the little redhead had never had a shortage of words.

It was making them come out with any sort of sense that had been the problem.

“You know, before I died, I was studying magic a little bit…just dabbling, I guess you could say. Let’s just say Miss Calendar wasn’t teaching me computers…well, not *just* computers…more than computers, anyway…” The young vampire let out a low growl of frustration, rolling her eyes at herself before regaining control and giving Spike a teasing smile. “Residual rambling. Gotta love those leftovers from humanity.”

“Right,” Spike drawled in response, still watching her closely, edging nearer to her as she looked away from him, gazing at the bound vampire on the bed as she continued speaking to Spike.

“Anyway…it was cool and all, and I was thinking I maybe had a little bit of potential. I could probably become quite the skilled little witch, with enough time and practice and hard, hard work.” Her voice was sarcastic, matching the exaggeratedly studious frown on her face as she spoke. Instantly, the frown faded into a smile of smug, secretive satisfaction as she added, “But the cool thing about becoming a vampire? It sort of…unlocks your potential.”

Spike felt a rising sense of dread as he began to realize what she was saying, but still he kept silent, listening as she indulged in that most elemental of pleasures for those who fancied themselves super-villains…gloating. It was the gloating that always seemed to bugger them up in the end…so he would leave her to it, while he kept his eyes open for a way to bring the situation around to his favor again.

“Whatever latent power was in me…whatever magical aptitude that I might have eventually figured out as a human, if I’d spent years working at it…is at my fingertips now,” Willow softly informed him, an elated smile of contentment on her face. “I can do *anything*.”

“Can you spell ‘delusions of grandeur’?” Spike challenged, one eyebrow raised in a taunting smirk at her bold statement.

Willow’s eyes narrowed in anger at his barb, and she swiftly hopped off the dresser to stand facing him, just a few short yards separating them. “Have you forgotten who I was, Spikey?” she retorted, her voice soft and frighteningly calm now as she took a few slow, sauntering steps toward him. “Little Miss Goody-Two-Shoes, 4.0 GPA of Sunnydale High? Of course I can spell it. Difference is…now I can *do* it, too. The…grandeur part, not…the…delusions…” She frowned.

“And we’re back to the rambling. Do you have any bloody idea how annoying that is?”

“Not really. I’m too focused on the annoyance that is you…still existing,” she replied, her eyes narrowed as she stalked toward him in a predatory fashion that would have made him laugh, coming from Willow, were he not aware of the unnatural power that the girl seemed to possess now. “Maybe I should do something about that.”

“Be my guest, love.” Despite his rising uncertainty, Spike could not help but respond in his usual fashion. “Let’s see what tricks little Red’s picked up, yeah?”

With a snarl, Willow shifted into her game face and lunged at him, but Spike’s greater speed and strength carried him easily out of her path. As she moved past him, he caught her wrist, slinging her back around so that her stomach hit the edge of the dresser she had been seated on.

Twisting her wrist hard behind her back, Spike raised the stake to strike, but before he had even lifted it, he could feel her body dematerializing beneath his hand, and by the time the stake came down, she had vanished, causing the piece of wood to shatter into splinters as it connected with the dresser…the largest of which splinters Spike still held in his hand, a serviceable stake, if he could get close enough to her.

Which was looking increasingly unlikely.

Her laugh, behind him and too close, startled him, and he whirled around, the small splinter of stake upraised in his hand. She was sitting on the edge of the bed, her arms crossed over her stomach, shaking her head…*laughing* at him.

“That was too funny,” she remarked, a girlish giggle slipping from her lips as she rose to her feet. “I mean…why don’t you just give it up, Spike? You can’t beat me. You can’t even touch me.”

“Yeah,” Spike sneered, “but not ‘cause you can actually bloody fight! Just a bunch of soddin’ parlor tricks is all that’s keeping you alive, love. I’ve had you twice already.”

“Please,” Willow scoffed, but there was an angry glint in her eyes as she spoke. “I could fight you. I just don’t have to.”

“Right. Keep telling yourself that.”

Willow sprang to her feet, reaching behind her without looking to tear out a wooden slat from the headboard of the bed. A cold smile slowly formed on her lips as she raised her own makeshift stake, which had a good six inches on the scrap of wood in Spike’s hand.

“Okay,” she smirked. “We’ll do it your way. And I’ll still win.”

Spike knew better than to trust that, if worse came to worst, the little vamp witch wouldn’t bring out her bag of magic tricks again. He knew that if they reached a point in the fight when she felt she was bound to lose, she would certainly use magic again, if only to make herself vanish as she had done before.

The trick was to have her beat before she knew it.

This time, when she lunged at him, Spike easily caught her and threw her to the floor several yards away, her stake skittering from her hand as she landed flat on her back and let out a breathless groan of pain. Before she could recover, Spike had reached her and delivered a debilitating kick to her side, which doubled her over in even greater pain. Reaching down, he grabbed her by the collar of her shirt and yanked her to her feet, pushing her back against the desk and releasing her with one hand. He set the stake down on the desk and drew back his fist, bringing it down in a powerful blow across her face.

“I’m a bit disappointed, Red,” he taunted her, as he continued to batter her with enough blows to keep her disoriented and incapable of recovering. “Thought you were going to put up a bit more of a fight. Guess you *do* need the magic to beat me, love.”

The rain of blows ceased as he pressed one arm across her throat, pinning her as he picked up his stake again. He was surprised to see a smile form on her face, as her hands clutched at his arm across her throat, making no effort to stop his stake, just holding his arm back enough to allow her to speak.

A sly smile on her face, she rasped out, “Guess I do.”

*Bugger.*

Aware that there was a good chance her magic would save her from his attack, Spike knew that he had to act quickly, and brought the stake down swiftly toward her chest. As he did, the witch uttered a brief Latin phrase, but whatever spell she was attempting appeared to have failed, as Spike’s stake continued unimpeded, piercing through her ribcage, through her heart, all the way through until he felt and heard the wood scrape on the wooden desk beneath Willow’s body.

And she did not dust.

Spike stepped back away from her, staring down with wide eyes at the weapon imbedded through her chest, and realized that as it had slid into her flesh, it had felt different…smoother, more fully formed than it had been previously…

Plastic.

Faced with a mere instant to act, not enough time for her little fading away act, she had changed his stake to plastic…painful, but not fatal to her.

“*Owww!*” she cried out indignantly, gripping the base of the plastic stake with one hand, bracing herself on the desk with the other. “That freakin’ *hurt*!” she snarled as she tore it from the desk and her chest with an effort and tossed it to the floor.

She started toward him, but the moment she removed her hand from the desk and took a cautious step forward, she collapsed to the floor, the pain of her wound stealing her strength and driving her to her knees.

With a grim smile of satisfaction, Spike glanced around until he saw her discarded stake, still wooden, and crossed the room to pick it up. Before he could reach it, Willow stretched out a trembling arm toward the weapon and murmured another Latin word, causing the stake to disappear into thin air, just as his fingers brushed it.

A tingling jolt, like electricity, coursed through his fingertips at the contact, and Spike jumped back in alarm. He turned back to regard the fallen witch with wary eyes…suddenly wondering if she was not quite as defeated as he had thought. She was now focused at some point behind him, toward Angel, and murmuring in Latin again. Spike glanced around at the bed from which she had taken her makeshift weapon, and saw that the headboard was now made of iron.

When his eyes met hers again, she was smiling hatefully back at him.

“Good one, Spike,” she whispered breathlessly, her hand clutching the bleeding, gaping wound in her chest. “But it won’t…keep me down…for long…”

Spike realized with a grim, heavy sensation in his chest that she was right. He had no weapon that could take her life, and though he might have had the physical strength, there was no way he could get close enough and exert enough effort to rend her head from her shoulders before she could use her magic to stop him.

Now was not the time.

His eyes scanned the room, lighting on the set of keys on the bedside table, presumably to the manacles that bound Angel to the bed. Willow saw him looking and stretched out her hand, most likely to perform the same vanishing spell she had performed on her own stake. But before she could begin, she winced with pain, lowering her arm and clutching it across her painful injury.

Spike smiled at that, rushing forward to grasp the key…though he wasn’t quite sure why he was doing it. He glanced over his shoulder at Willow as he began to unfasten the manacles that bound his sire’s wrists.

A grim determination rose on the witch’s face, as she pressed her hand to the bloody wound in her chest and began chanting quietly under her breath, realizing that before she could perform any other magic effectively, she was going to have to repair her own injuries. Otherwise, as the blood drained from her body, she would grow weaker and weaker until she was no longer able to perform magic at all.

Spike’s eyes widened with alarm as he saw the blood that soaked the witch’s shirt, slowly fading, rising unnaturally to go back into her body. He realized that the damage his blow had done was being reversed, and that he would not have much time before Willow would be back to fighting strength.

“No!” she gasped, momentarily distracted as Spike threw Angel’s weak, limp form over his shoulder and headed for the door. “Stop!” She tried to rise, but only fell back to the floor, gasping for breath, exhausted from the pain of her injury and the exertion of her efforts to heal it.

Spike grinned smugly down at her, stopping in the doorway long enough to shrug and reply, “Stop me.”

And with that, he disappeared out of the mansion and into the night.

The jostling of the rather bumpy ride on Spike’s shoulder shook the older vampire back into consciousness, and he moaned in pain. Spike’s grim smile did not fade as he asked, “Oh, does that hurt, old man? Sorry, mate.” His actions swiftly proved his words false, as he in no way adjusted his movements to make them more comfortable for Angel.

“Th-thank you…?” his sire whispered after a few moments, and Spike could hear the suspicion mingled with confusion in his voice. And understandably so -- after what Angel had done to Spike, it seemed highly unlikely that the younger vampire would feel any need to rescue him from impending torment at Willow’s hands.

Because it *was* highly unlikely.

Impossible, really.

“Don’t read too much into it, peaches,” Spike advised him as he made his way down the sidewalk, and then stopped at the corner that led back toward the Watcher’s apartment, which had become a sort of unofficial headquarters for the Slayer and her mates over the past few days. “Didn’t do it to save you.”

He frowned thoughtfully, glancing in the other direction down the street.

“Then…then why…?”

Spike was quiet for a moment before making his decision, taking off again, moving further from Giles’ home. After a few moments, he finally found the words to respond.

“Because you and me, *Sire*…we got a score to settle.”