Title: Innocence Lost

Rating: R

Disclaimers: I don't own any of the characters, I am just borrowing them for a bit of fun. Joss owns everything in the Buffyverse.

Summary: What if Angelus turned Willow before she could perform the restoration spell?

Feedback: Always welcome. Please be gentle. This is my first try at dark fic.

Spoilers for Buffy – None really since I'm sure we've all seen Season 2 Buffy

**Warning Character death** (sorta)

A/N: This is my first attempt at dark fic. This has been rattling around in my brain so I decided to write it and get it out. This is my retelling of Season 2 from Innocence forward. The beginning is from the opening sequence of Innocence. ('cause I just love that scene)

Part 1

Spike smiles at Drusilla as he watches her spin, "Are you feeling better, luv?"

"Yeah, I'm naming all the stars but I've named them all the same. They're confused."

"Do they say what happens to Angel?"

A voice from the shadow says, "Well, he moves to New York and tries to fulfill that Broadway dream. It's tough sledding, but one day he's working in the chorus when the big star twists her ankle."

"You don't give up, do you?"

Angelus slowly comes over to Spike, "As long as there's injustice in the world, as long as scum like you is walking... well, rolling the streets... I'll be there."

Angelus turns around at a sound and the Judge puts his hand on his chest.

Spike smirks, "Hurts, doesn't it?"

Angelus looks over at Spike, "Well, you know, it kinda itches a little."

Spike snarls at the Judge, "Don't just stand there. Burn him."

"Gee, maybe he's broken."

Spike turns to Drusilla,  "What the hell is going on?"

Judge announces, "This one... cannot be burnt. He is clean. There's no humanity in him."

Angelus faces Spike, "I couldn't have said it better myself."

"Angel?"

"Yeah, baby. I'm back."

~~~~

Angelus paced the warehouse floor as he listened to Spike and Dru's plans. They were well thought out and just might work but he needed to put his plan in motion before theirs could start to work.

Angelus interrupted Spike, "Give me tonight to set my plan in motion for the Slayer."

Spike rolled his eyes, "Slayer, it's always about the Slayer. Just forget about her and let's concentrate on the Judge."

Angelus narrowed his eyes at his Grand-childe. He didn't like being questioned but Spike was no longer just his grand-childe, he was a Master Vampire in his own right.

"Kill those around her and the Slayer will be destroyed. Destroy the Slayer and Sunnyhell is ours. I'm going to get rid of the strongest first."

"You're going after her Watcher? They'll just send another."

"Spike, Spike, Spike. Do you really think the Watcher is the strongest of those that are surrounding the Slayer? I'm going after Willow."

"What?!? The mousey redhead? You can't be serious."

Dru began to laugh and spin. "The little tree has a glorious hidden darkness. My Angel will be the one to set it free for all to see. She will make a lovely sister for me to play with."

Angelus rolled his eyes, "No Dru. I'm going to kill her, not turn her. She'll make a nice birthday gift for the Slayer."

Dru began to whine and run her hands over her head. "No, no, no, no. You must combine her magick with mine. Set the darkness free before it's too late."

"Magick? Too late? What do you see Drusilla?" Spike questioned

"I see the red head trying to hurt my Daddy with her powerful magick. But . . . if WE get the magick first it will be even more powerful with her darkness."

~~~~

At the sound of Willow closing her book Giles looks up, "Any luck?"

"No, it's the same thing. . . no weapons forged, only an army."

"There are older books in the back", Giles points to a darkened corner of the library. "There may be something there."

Smiling Willow lifts her book, "Okay. I'll check."

Walking toward the bookshelves to replace the book, Willow stops and stares at the sight before her. Her brain is not really processing the picture of Xander and Cordelia kissing.

Xander pulls back from a smiling Cordelia and catches sight of Willow out of the corner of his eye.

"Willow!"

Willow's brain has finally caught up to her eyes and wanting to just get away from the pain, she turns and runs out of the library.

Without a thought to Cordelia, Xander quickly follows her.

"Willow, wait up!"

Closing her eyes in resignation, Willow slowly turns around and faces Xander. Through the pain, her anger begins to boils up. "God, Xander. How could you? Remember the I hate Cordelia club, of which you are Treasurer."

"I know and I'm sorry. We were just kissing, it doesn't mean anything."

"Doesn't mean anything?" Taking calming breaths Willow allowed her pain to show through when she quietly said, "No, it just means you would rather be with someone you hate than be with me."

Xander helplessly watches as his best friend quietly walks away. He now realizes how much he hurt her and he closes his eyes on the pain. With her quietly spoken words still ringing in his ears he slowly turns and makes his way back to the library.

After several hours of researching nothing Xander decides to take a break and go on a vending machine run. Heading toward the lounge he spots Willow walking down the hallway.

"Will!"

Willow closes her eyes and hugs her arms around her waist as she turns to Xander. "Hey."

"Glad you're back." He gives her a goofy grin.

"Let's just get this straight. We are not okay. We are far from okay. I'm here because what's happening is more important than how I feel about you and Cordelia."

Standing in the shadows listening to their conversation Angelus turns to Spike, "Now do you see why she's the strongest?"

With a smile Spike nods his head.

"Do you notice Buffy here? No. She finds out that Angel is no more and she's too upset to be here. She hasn't even told her friends or her Watcher that Angelus is back. The Watcher? All he does is research. Xander? Please all he sees is Buffy. Now, Willow. . .Willow is ready to fight and face anything. When she thought that Buffy and I were hurt with the Judge she was the first to rally the troops to go after us. Even if it meant facing the Judge herself. When I watched them discussing what could be happening with me and Buffy that was when I knew I had to go after Willow first. I WAS just going to kill her and leave her for Buffy, but Dru's right. She'll make a much better Childe than gift."

Willow asks Xander, "Still nothing on the Judge?

"Just no weapon, only an army…"

"Yeah, where's an army when you need one?"

Xander's eyes light up, "Oh, oh I think I'm getting an idea."

Just then the lights go out.

"What's happening?"

"I don't know. Let's get to the library."

"Willow"

Hearing Angel Willow turned, "Angel! You're okay. Have you seen Buffy?"

"Yeah. What's up with the lights?"

"I don't know. Listen I think I know a way to defeat the Judge."

"That's great Xander but there's something you guys should see first. Got get the others. Willow and I'll wait for you."

Thinking that Angel wanted to talk to her about Buffy she turns to Xander, "Go ahead. I'll wait here."

Watching as Xander runs away Angelus lets a slow smile cross his face.

"Did you want to talk to me about Buffy?"

What?! Okay I can go with that.

Trying to look depressed Angelus answers, "Yeah. Something happened last night."

Willow slowly walked toward Angel so he wouldn't have to talk loudly. She was getting just within arm's reach when she heard Jenny say, "Willow get away from him."

Confused she turns and looks at Jenny, "What? It's Angel."

"He's not Angel anymore, are you?"

Angel stalked the few feet separating Willow and him while Jenny was talking. Quickly grabbing Willow he said, "Wrong, I'm Angel at last."

Jenny walks closer to Angel holding a cross in front of her.

"I got a message for Buffy."

"Why don't you give the message to me then."

Angel spins around toward Buffy with Willow still in his grasp. "Well, it's not the kind of message you tell. It's more along the lines of finding bodies."

"Leave Willow alone and deal with me."

Reaching up to pinch Willow's cheek, "But she's cute." He leans down and inhales her scent. "And really a turn on"

Willow begins to whimper when she realizes he's telling the truth. She can feel his erection pressing against her back. She closes her eyes and wonders why in the hell did she decide to come back and help research. Why couldn't she have stayed at home and listened to country music like Xander does?

Jenny moves closer with the cross and she pushes it into Angel's face from behind. Reeling from the cross he drops Willow. Jumping from the shadows, Spike sees Jenny grab Willow. Pushing her away from Willow Spike grabs Willow and takes her into the shadows. Putting a chokehold on her, he waits until she faints before lifting her and taking her away.

The force of Spike's push sends Jenny against the wall where she hits her head and slumps down. The last sight she sees is a blonde man lifting Willow and carrying her away.

Angel sees Spike grab Willow so he turns to grab Buffy by the shoulders. She inhales in fright and watches as Angelus slowly lowers his head to brush a quick kiss on her lips, "Things are going to get interesting."

He shoves her into a wall before leaving the hallway.

Xander and Giles come running down the hallway when they catch sight of Jenny slumped against the wall. "Jenny, are you all right?"

Xander sees Buffy just sitting by a wall staring at the door. "Buffy are you okay?"

Giles runs his hand over Jenny's head checking for blood.

"I'm fine, Rupert. Where's Willow?"

Giles gets a confused look on his face, "Willow?"

"Yeah, just before I blacked out I saw a blonde man carry Willow away from Angel."

Giles turns to Buffy, "What happened to Willow? Did you see?"

"No, I was dealing with Angel."

"Yeah, what's up with Angel anyway? He said he had something to show us and then he doesn't even stick around."

Buffy quietly mumbles, "He's Angelus."

Giles turns surprised eyes at Buffy, "What? When did you learn this?"

"Earlier today, I suspected it."

Xander explodes, "And you didn't think it was important enough to tell us?"

"Xander calm down. Your outbursts aren't helping. So, you don't know what happened to Willow?"

Hanging her head, Buffy said, "Spike, the blonde is probably Spike."

Xander pounds his fist against the wall. "So, now Angelus and Spike have Willow. We have to get her back."