A/N: This is after Spike has become chipped and has been amongst the Scoobies for awhile. Dawn exists because I wrote this back when she was tolerable.

Willow awoke with a gasp covered in sweat. She looked over to see if Buffy had noticed. She hadn't. For the past couple of weeks, she had been having dreams of the Master. It had been a long time since the Harvest and since his death. She didn't understand why she was having these dreams now. She knew he couldn't be alive, Buffy had crushed his bones. There was no way he could have resurrected himself. Still, the dreams haunted her, but she knew the others would think she was just a scaredy cat if she said anything about them. In the dreams, the Master called to her and she was powerless to stop herself from going to him. He would kiss her passionately and then she would drink his blood. She always awoke just as he was about to turn her.

During her waking hours, she had even taken to finding ways to counteract a turning. She only hoped there was a way, if she should ever be turned. She couldn't bear the thought of becoming like her vampire double or having a happiness clause if she performed the soul restoration spell. She may be chaste, but she wasn't a saint. Deep down, Willow had envied her double's sense of self and daring, but consciously she despised the evilness in her. To take life so easily and relish in torturing others, that was something she could never understand. But could it really be all that bad?

Spike, even in his worst moments of evil, retained a tender side. She could never reveal to anyone, especially him, how much she wanted to be loved by that side of him. But, alas, that part of him was reserved for Dru and lately it seemed, even for Buffy. Sure he had shared that side of himself with her, but that was when he was drunk or feeling self-pity, not because he really wanted to share a part of himself with her. Not like she had shared with him. All he saw when he looked at her was some weak, pathetic human. He had called her a tenth-grade loser and she had taken it to heart. She wanted so much to be able to prove her worth to everyone, especially him. But that botched 'as I will it' spell had pretty much ended the chances of that ever happening. Even though she had grown in the dark arts due to her friendship with Tara, the others would never trust her to be able to practice on her own. She would always be sweet, little innocent Willow with them.

A week later, Spike delighted in his victory. After weeks of stalking the Slayer, he had finally been welcomed back into the group, unofficially of course. He just walked into the Magic Shop one day and no one said a word, good or bad. His plan had worked. He knew if he pretended to like the stupid chit, that would immediately make him one of the group. Slutty needed her ceonstant stream of admirers around her at all times, of course. He scanned the room looking for the one person he cared to see, Red. Where was she. He saw the blond witch, researching some big, thick book. Did the Watcher have any other kind of book?

Usually Red would be researching or on the computer, but now she was nowhere to be seen. Of course, he couldn't be obvious about his interest. He had a drag of his cigarette, "So, where's the little witch tonight, hot date?" he said nonchalantly. That got everyone's attention. Willow was never late and it certainly would have been a big announcement if she had a date. Their Will was guarded tighter than Fort Knox, no man got by them without the Scooby Gang seal of approval, not that any man had tried since Oz. Everyone asked everyone else, but no one knew. Giles, being the voice of reason suggested that Willow had probably gotten caught up at the library.

Suddenly, the door burst open, with Cordelia, Wesley, and Gunn following. Angel stood outside the invisible barrier. "Rupert, invite me in. It's an emergency."

"Yes, uh, please come in, Angel. Now what bring you..."

"It's Willow."

"What about Red? I mean, uh how is whatever this is going to affect my blood supply. Red always sends it to me. She really needs to get a life that one." Spike said painfully unconvincingly.

"Cordelia's had a vision." Angel stated.

"What did you see, Cordelia?" Buffy asked.

"Well besides a very big raise in my future, I saw Willow being turned."

"Turned!" Everyone yelled at once.

"Spike's got his bite back!" Buffy announced as she stalked toward the blonde vampire.

"No, Buffy, it's not Spike, it's, and I know it sounds crazy, I mean he's dead, I mean a dead vampire, not the usual undead kind, but the dead undead kind..." Cordelia rambled.

"What the hell are you talking about, cheerleader! It you don't start making since I'll rip your throat out!" Spike threatened.

"Gosh, rude much. I saw the Master."

"What, Cordelia, how could it be the Master. Remember me, stake, big hammer. He's dead. As in dead dead, never to be made alive again." Buffy said arrogantly.

"I know, but that's what I saw."

"Come on guys, let's get back to research. Did I just say that? Anyhow, there's no way that can be an accurate vision. You must have had some bad food, Cordelia. Go on back to L.A. I'm sure Willow's perfectly safe." Buffy said annoyed.

"Buffy, if Cordelia says she's had a vision of Willow being turned, then that's what's going to happen, unless we can stop it in.." Wesley piped in.

Just then there a steady rapping on the door. Giles went to answer it and was treated with a sight that filled him with horror. There in the doorway, stood the Master. Carrying an unconscious Willow in his arms. She was quite obviously dead, and probably soon to be undead. Everyone gasped. Spike cried out in grief. "No, not yet. Not by you. It's too soon. Not my Red!" he openly sobbed.

At another time, it would have been hilarious, the sight of Big Bad Spike crying over a human girl. But no one found any humor in this. Except the Master, "How pathetic, one of my lineage caring for a human girl. She's much more worthy of such affections as a vampire. All fire and passion. It's been too long since I've tasted her. Her blood is like ambrosia." He savagely bit into her limp wrist.

Everyone made a move to stop him, but Buffy reached him first. "Leave her alone, you bastard! I killed you once and I can do it again."

"But think about it, Little Girl, if you do that, who will take care of Willow. Like it or not, she is turned now. She needs a Master. Without one, she'll be easy prey for any fledgling. She would be passed around from one to another. Although, I don't think she'd mind now. But still, as my childe, she'll have a high position of power. Unlike Angelus, she has no soul. Can any of you stake her?" Everyone held their heads down and looked away.

"What are you here for? To rub this in our faces?!" Angel shouted.

"Of course not, how droll. None of you are worthy of my attentions. I am here for the witches."

"You've already killed my best friend. There's no way your getting near my girlfriend. Buffy, what are you waiting on, stake him." Xander said coldly.

"Xander, I can't he's right. What would happen to Willow? I can't kill her. I just can't." Buffy sobbed and buried her face in her hands. Angel instinctively made a move to comfort her. Riley gave him an evil glare, but given the circumstances, he did not want to cause a scene.

"You came here for Anya and Tara. Is that why you chose Willow, because she's a witch?" Giles asked remorsefully. He knew he should have tried harder to discourage the girl from practicing witchcraft. If only...

"No, that was a bonus. You see I need the witches to send me back to my, I mean our (he stroked Willow's hair dramatically for effect), world. I believe you met my other daughter Willow sometime ago. Sadly, she was killed shortly after returning. I'm merely taking what's mine. Although, I do think this Willow will serve me better. She's older and with her knowledge of witchcraft, she'll make an even more formidable vampire. She'll be glorious.

"She already was that." Spike said sadly.

"So you need our help to send you back to your world." Anya said deadpan. She looked at everyone's teary faces, then looked at Xander's pain-filled one. "I'll do it. Tara?"

"I...I don't know, I mean what would Willow say if she were here. I...I just can't picture her as a vampire. She was always such a sweet person. It just doesn't seem right letting her be a vampire." she replied tearfully.

"Nothing about this is right. But I'd rather Willow be alive, or at least undead in another world, than just completely gone. Wherever she is, she'll always be my best friend. I killed Jesse, I can't kill Willow. Please do the spell, Tara, for Willow." Xander asserted.

The Gang all nodded their heads in agreement. Wesley spoke up, "I hate to be the voice of reason, but think about what you're saying. You're all willing to unleash a highly intelligent witch with supernatural powers, now evil, onto another world. Don't we have a responsibility to the innocents of that world? Doesn't that responsibility outweigh any loyalty to Miss Rosenburg." He asked of the group.

Everyone stood there silently and pondered what he said. Giles broke the silence, "Her name is Willow and to hell with any loyalty to innocents of another world. Willow is at the heart of this group and we owe it to her to give her a chance at a life, any kind of life. And anyone who thinks differently can just fag off!" he roared, leaving the entire group shell-shocked. Their Giles had said fag off, that was cursing, it was British cursing, but it was cursing nonetheless. Giles was cursing!

Inwardly, Spike cheered the Watcher's words, until he looked over at Red. He had had plenty of chances with Red and he had blown every one. A part of him wanted to go with her, even like this; but he knew that as a demon, she wouldn't accept a chipped Spike. As human Willow, she had accepted him with or without it. She may not have liked him without it, but she still accepted him, respected him in a terrorized way. No, the way she was now, she would despise him. He couldn't bear to see her look at him with hate in her eyes. As a vampire, he knew what the Master said was true. She would have a position of power as a Master's childe, but he had always hoped that he would be that Master. He thought back to that day in her dorm room, when he had wanted to turn her, but couldn't. Even then, she didn't make fun of him. She never made fun of anyone. I guess what he thought of her was now literally true, she was too good for this world.

"Well as interesting as this little display is, time is wasting. Willow will be waking up soon, and if she's anything like my old Willow, she'll be ravenous. I wonder which one of you she'll find more tasty. Besides, I know she'll want to turn Xander and I am certainly in no mood to repeat that mistake. He never quite knew his place. I don't need another challenger for her attentions. So let's get started shall we. Invite me in." he dared.

"Has everyone lost their mind. Inviting the enemy in here?" Gunn questioned.

"He's right. I liked Willow as much as anyone in here. But we have to kill her now."

Riley what are you saying. We can't kill Willow. I don't even know who you are that you could say that." Buffy cried. Angel hugged her tighter. Riley looked away dejectedly.

Angel took charge. "Come in.". At the same time, he sent Riley a murderous look. He gulped and shrank back.

"I see you've improved your manners boy." The Master stated.

The Master crossed the threshold still cradling Willow in his arms. "This will take several hours to prepare. Where shall I put my Willow?" he stated. Spike growled hearing the Master refer to her as his.

"There's a sofa upstairs. Spike, will you take her up there, please." Giles responded authoritatively. Everyone looked puzzled that he asked Spike, but upon seeing Spike practically light up at the suggestion, they let it go.

The Master smirked as he handed Willow over to Spike, "Don't get any ideas boy, you're not worthy of her. My minions have informed me, you're not even half a vampire now. Such a pity! I had hopes for you, that is until you took part in sealing me up, along with Puppy here. He's learning his lesson in my world. You're welcome to come with and learn yours. In a hundred years or so, I might let you speak to her." he laughed. "No? I didn't think so."

Spike ignored the Master's taunts and gently picked Willow up out of his arms. He carried Red upstairs and set her down on the sofa. He couldn't bear to let her go. So he sat down with her still cradled in his arms. He ran his hands through her soft red hair. He caressed her porcelain face. Finally, he dared to kiss her cherry red lips. It was a bittersweet kiss. He hadn't done that since that time he had kidnapped her, and truth be told, she wasn't foremost on his mind when he did.

He was aching over Dru and Willow had been there. If he only knew then what he knew now. He would kiss her and never let her go. Now she belonged to the Master and worse still, she wouldn't be here anymore. He wouldn't be able to see her laugh or smile. He wouldn't be able to listen to her ramble or give him a cookie or serve him blood. The others just tossed a bag at him.. But his Red, made a whole production out of it. She heated it up for him and put some Weetabix in it, and served it up to him like he was at a fancy restaurant. That's when it hit him, his Red, she never would be. Great, huge sobs wracked his body and hers began to shake as he held her.