Kingman's Bluff, in the springtime…

The steeple emerged from its earthly tomb because the dark witch willed it so. Vast was her power, and growing, but that didn't much matter to Willow. Everything she had done since the demise of the Trio was simply a means to an end. The end, actually, of everything. The whole enchilada. In Willow's estimation, a world without Tara was a world without value.

"And worthless things must be discarded," she hissed and redoubled her efforts.

Within minutes, the temple had risen sufficiently for Willow to look upon the statue of Proserpexa. "This will do. From the pit of forgotten shadows, awaken sister of the dark, awaken!"

***

Trapped within a deep pit several hundred yards away, Buffy Summers said, "I'm not just gonna sit here while Willow incinerates what I've chosen to protect. I have to stop her."

Dawn attempted a brave face.

"Always the slayer, right to the last."

Buffy was startled by the rueful voice in her head. "…Willow?"

"And it is the last, you know. For all your fighting…thinking you're going to save the world…"

Dawn watched her sister with concern. "Buffy?"

Buffy held up a hand.

"And in the end, I'm the only one who can save it."

Buffy frowned. "By killing us?"

"It's the only way to stop the pain. I can't take it anymore. But I know you, Buffy. You're a warrior. You won't go out without a fight. I don't really have time for one. But you should go out fighting."

"Willow, what are you—?"

"It was me that took you out of the earth. Well, now the earth wants you back."

With a rending noise, golems composed of dirt and rock separated from the walls of the pit, and quickly the sisters found themselves fighting for their lives.

***

Atop the bluff, Willow continued her incantation. "Proserpexa, let the cleansing fires from the depths burn away the suffering souls and bring sweet death."

Bolts of green energy shot from the witch to the statue. The ground began to quake and the wind began to howl.

"Time to light this candle," she murmured.

Proserpexa grew brighter and brighter as Willow channeled her dark magicks into the avatar of the she-demon. The ground shook ever more violently and the entire area was caught up in a whirlwind.

And then Xander Harris stepped in front of Willow, interrupting the exchange. "Hey, black-eyed girl. Whatcha doin?"

Willow spoke in deadly low tones. "Get out of here."

Xander gulped, but pressed onward. "Ah, no. You're not the only one with powers, you know. You may be a hopped up ubërwitch, but this carpenter can dry-wall you into the next century."

Willow gathered up the last shreds of her patience and said, "I'm not joking, Xander. Get out of my way. Now." Then she struck him with a bolt for emphasis. "You can't stop me."

Painfully he climbed to his feet. "Yeah, I get that. It's just, where else am I gonna go? You've been my best friend my whole life. If the world's gonna end, where else would I want to be?"

"Is this the master plan? You're going to stop me by telling me you love me? Puh-lease."

Xander donned his best puppy dog face, confident he could win her back from the darkness. "It's true, Wil. I love—"

"Bored now."

Willow flicked her hand, and Xander's head exploded in a fine red-grey mist. She watched with fascination as his corpse remained upright for several seconds, bright blood jetting from the stump of his neck. When it finally toppled over, she clapped and giggled like a little girl.

"Mmm, that was incredible!"

Willow froze, having an epiphany right then and there. Her keen mind saw possibilities she'd overlooked in her grief. For the first time, Willow objectively considered her plan to incinerate the world, and she realized she had been operating from a false premise. Life without Tara was not unbearable. It was merely unpleasant. Hell, she had already discovered one coping mechanism. Removing Xander's microhead from his fat body had been extremely therapeutic.

Willow grinned wickedly, anticipating many repeat performances. She turned to Proserpexa. "Sorry, old girl, but Willow's got a brand new bag."

The witch closed her fist and the temple crumpled like a sheet of paper. Then she threw a wall of force at the avatar, smashing it to bits. Whistling a happy tune, Willow made her way down to the pit.

***

The earth monsters were formidable, but Dawn and Buffy had adopted a back-to-back fighting style and were dispatching them fairly efficiently. Unfortunately for the Summers girls, there was an endless supply of dirt. For every golem destroyed, two sprang up to take its place. Within minutes, Dawn was spent and the slayer wasn't far behind. In her heart of hearts, Buffy knew this was battle they could not win.

"Dawn, I want you to know that…whatever happens…I'm so proud of you. I love you, little sis."

Dawn bit back tears. It wouldn't do to have blurred vision in the middle of a swordfight, she chided herself. "I love you too, Buffy," she whispered.

Suddenly they were mobbed, the golems attacking on all sides. Both women took several wounds defending themselves. Dawn clashed with a monster wielding two short, curved swords. She managed to capture one blade with her own, but other slipped past her guard, its point hovering between her eyes. In that moment, Dawn knew her life was over.

And then all at once the golems fell apart, their components thudding to the floor of the pit. The sisters gaped at each other in shock. Buffy nudged a clump of dirt with the toe of her boot. No response. She shrugged and the sisters eased out of their fighting postures, relaxing by degrees. As Buffy opened her mouth to speak, a voice echoed down from above.

"Hello, girls."

Glancing upward, the sisters found Willow standing at the edge of the pit, hand on hip. Buffy's heart sank as she took in the black eyes and leering visage.

"I have some bad news. Xander failed his mission. But then, that useless twit never could get ahead in life."

When she grasped the implication behind the words, Buffy felt sick to her stomach. Nonetheless, she had to try and reason with her former friend. "Wil, this isn't you. You are better than this. Let us help you. Please!"

"Oh, my dear sweet Buffy. You'll help me. You'll help me plenty. Just not in the way you might think."

"Oh yeah? How's that?"

"And spoil the surprise? I think not." Willow flung out her arms and bands of dark energy wrapped tightly around Buffy and Dawn, immobilizing both sisters. "Now, I have some errands to run. You girls stay put until I get back. Then we'll really have some fun!"

Willow smiled, launching herself into the sky and out of sight.

Somewhere off the coast of California….

Angel felt like he'd been in the coffin for days, which probably meant hours. Still, it took all of his hard-fought discipline not to enter a panic.

"Settle down, old buddy, settle down," he murmured to himself.

The fact of the matter was, Angel was stuck in this metal box at the bottom of the sea until some Good Samaritan fished him out. At least he didn't need oxygen, which was fortunate, because there wasn't much of it. He did, however, need to feed. Already his undead flesh yearned for the sweet red vitae. This was a problem, for Angel knew all too well what happened to starving vampires.

Time passed, and worry became anxiety which became desperation. When, after another eternity, he felt the beginnings of madness, Angel bit his lip hard enough to draw blood. Licking the wound greedily, he realized he had just made a terrible mistake. First his face went bumpy, and then the hunger consumed him.

Need food. Food outside box. Need outside box. Need food. Food outside box. Need outside box. Needfoodfoodoutsideboxneedoutsidebox!

Angel balled his fists and rained mighty blows on the interior of the coffin, splitting skin and cracking bones against the unbending alloy. He would have gone on like that for quite some time had he not been interrupted by the rumbling and shaking of his tomb.

Angel willed himself to stillness as he felt coffin shooting upward through the ocean. Gurgling gave way to loud splashing and he whispered, "Oh thank god…"

For several minutes he had some vague sense of movement, then with a clang of metal on metal, he came to rest. The heavy lid was ripped away with a shriek. Angel had to blink rapidly as his eyes adjusted from absolute darkness to the purple skies of nighttime Los Angeles.

A black-eyed, black-haired version of Willow leaned over him. "Hello, puppy." She glanced at his mangled hands. "Aww, wooks wike someone got a wittle boo boo."

"Wi…Willow?" This was quite possibly the last person Angel expected to see. Was he hallucinating? Probably not, he realized. If that were the case, my hands would hurt a hell of a lot less than they do. And if that were the case, Buffy would be my rescuer. Wait…did she call me 'puppy?'

Angel focused on the witch. "How did you find me, Willow?"

"That's 'Mistress Willow' to you, puppy. To answer your question, I worked some mystical metal-detecting mojo. Ha! Say that three times fast! But enough chitchat. We have business, you and I. Now get your undead ass out of that coffin."

"What are you talking about? What business? What the hell happened to you, Willow?"

At that her face contorted in anger, and Angel felt a phantom hand around his throat, crushing him. He was lifted bodily into the cool night air.

"You don't listen very well do you, puppy? That's okay. I can fix that."

She dumped him on ground. Angel coughed and massaged his neck. When he felt up to speaking, he said, "This isn't you. Come back to the Hyperion with me. Whatever's wrong, we'll figure it out together, okay?"

Willow heaved a sigh. "Bored now." She lifted an arm. "Spiritus evictus!"

Angel howled in pain, arching his back. It felt as if something was being ripped from him. Something deep inside. Something important. A tiny part of his mind comprehended and recoiled in horror. Through clenched teeth he pleaded, "No…please…not that…not again!"

And then his soul tore free of his body, dispersing on the wind. Angelus moaned with pleasure and slowly rose to his feet. "Free at last," he hissed, reverting to his demon form and eyeing the witch like a complimentary buffet.

"Not quite, vampire," Willow sneered. "Pareo!"

Black mist swirled about Angelus and sank into him. The effect was pronounced. His stance went from predatory to deferential in the blink of an eye. He bowed his head, speaking in reverent tones. "Mistress, how may I serve?"

"Drink my blood."

"Mistress?"

"And then feed me yours."

"Ah."

***

Winifred Burkle gazed at the pages of data strewn about her desk without really seeing them. She'd thought to lose herself in the comfort of statistical analysis, but there was no solace in numbers on this night. Three of her friends were missing, gone without a word or a trace. Three out of the four people she loved best in the whole universe. Seventy-five-point-zero-zero percent! Fred hoped and prayed they were okay.

"They better be," she whispered. "I can't lose 'em. I just can't."

With a sad sigh, Fred pushed away from the desk and went to find Charles. As she approached his office, she heard a strange noise. Dashing around the corner and through the doorway, she beheld a remarkable sight. Gunn was slumped in his chair with his neck at an odd angle. His skin was shiny with blood that oozed from a set of puncture wounds above his jugular. As it turned out, the odd noise was Gunn choking on his own fluids.

"Charles!" Fred rushed to his aid, covering the bite with her palm and applying pressure to the artery. Gunn tried to speak but all he managed was a coughing fit. Blood sprayed from his mouth all over her skin and clothing. Fred tried very hard not to scream, mostly succeeding. "Don't talk, Charles, don't talk," she pleaded. He was shaking his head. "I'm calling 911 now, okay?"

"Nuu," he gurgled.

Her free hand grabbed the receiver, her nimble fingers locating the proper buttons. Raising the phone to her ear, she got nothing. Not even a dial tone.

"The phone is dead. Shit. Shit. Shit! Oh god, Charles, this can't be happening. What do I do?"

"Frrr—"

From behind her came a voice, at once familiar and not. "I wouldn't worry too much about it, my sweet. Chuckles here is about to shuffle off, anyway."

Fred turned to see Angel looming on the other side of desk, all bumps and blood-stained teeth. His expression was hungry and cruel. She detected no hint of mercy or kindness behind those demonic yellow eyes. Unbidden, a whimper escaped her lips.

Angelus tut-tutted a rebuke. "Silly girl! Why are you looking at me? I'm not the one dying here." He gestured to Gunn. "Watch him. Watch the show."

Fred's face crumpled and tears rolled down her cheeks. She turned back to Gunn. His brown eyes locked on hers as he gasped for air.

Fred sniffled and said, "Charles Gunn, I want you to know how much I love you. Whatever happens, don't be afraid. We'll be together again soon, I promise."

She pressed her lips to his forehead. Gunn drew a last rattling breath and was still.

Slow clapping filled the room. It kindled a hatred in Fred greater than anything she'd known on Pylea. She spun on Angelus, but the fire inside guttered out as she discovered the source of the mockery.

"Wi…Willow?"

At least, she looked like Willow, minus the red hair and sweet smile, plus the needle-like fangs and wicked brow. I've never seen a sexier vamp, thought some small part of Fred, and she was appalled by her traitorous libido.

"Winipoo. Wow. I must say that was a bravura performance. Oscar-worthy even! But, my dear, you really shouldn't make promises you can't keep. Puppy, restrain her."

"With pleasure."

Angelus stalked forward wearing a sick grin.

"Please, Angel, don't do this. This isn't you. This is wrong! No. No!" Fred tried to keep the desk between her and Angelus, but the vampire quickly grew weary of the chase and leapt the obstacle, catching the slender female in his iron grip. Fred fought and clawed at him with a desperation of a wild animal, but the outcome of the contest was never in doubt.

Eventually, Fred let out a heart-rending sob and went limp, all defiance in her extinguished. Angelus cooed and stroked her long chestnut hair.

She looked up at him. "Why, Angel? Why are you doing this?"

He leaned in and nibbled her ear. "I'm not Angel," he growled.

Angelus spun the girl around and positioned her before the Mistress. Willow eyed Fred salaciously and licked her fangs. Then she stepped very close, placing her hands on Fred's hips. Sandwiched between two vampires, the human trembled uncontrollably.

"Shh shh shh, none of that now," Willow purred. "If we wanted you dead, you would be." She swiped her tongue over Fred's blood-spattered cheek, causing the girl to shiver oh-so-delightfully. "Death would be such a waste of your potential. Did you know the purest of humans make the foulest of demons? An you, my dear, are quite the wide-eyed innocent. I look forward to what you shall become."

Fred gaped. "No. Not that! Anything but that! Please…just kill me…please…"

Her entreaties fell on deaf ears. Willow grabbed her jaw and forced her head up and to the side, exposing her long, pale neck. With a flash of fang, the vampire witch took what she wanted, tainted it, and then gave it back to dying human. Angelus dumped Fred on the floor as if she were a sack of potatoes.

As the demonic essence pervaded her body and mind, the warm, gentle soul of Winifred Burkle cried out and faded from existence. By the time her heart beat its last, Fred had transformed into a most lethal predator, concerned only with satisfying her dark appetites.

Fred blinked her golden eyes and rolled to her feet. She slow approached her maker, tilting her head in contemplation. "I can't decide whether to kill you…or kiss you," she said.

Willow smiled toothily. "Kissing would be more fun."

"Agreed," Fred replied, and captured Willow's mouth with her own. Their bodies molded together, arm and legs intertwined, as each sought to dominate the other with lips and teeth and tongue. After several minutes, Angelus cleared his throat.

Fred broke the kiss and slinked over to Angelus, sizing him up like a cut of beef. "Is the puppy feeling left out?" she purred, trailing a finger down his chest and over the ridges of his stomach. When she reached his manhood, she cupped it in her palm, rubbing gently. It wasn't until Angelus began to relax and enjoy the sensation that she clamped down hard on his balls. He grunted and tensed. "Understand this," the newborn whispered harshly, "if you ever touch me again without my permission, not even a Pylean blood hound will find all the bits of you."

Willow barked a laugh. "Oh, I like this one! I like her a lot."

Fred grinned wickedly and released Angelus, who wasted no time retaliating. His fist shot out quick as lightning, smashing into her jaw and snapping her head back. Fred glared at him in shock, nursing a split lip.

Angelus folded his arms and wore a smug expression. "C'mon, little girl. I'm waiting."

Fred growled.

Willow crackled with dark energy. "Enough! Puppy, you will not touch Fred."

"Yes, Mistress."

"Fred, you will not touch the puppy."

"Won't I?"

"Listen up, and listen good. You will serve me one way or another. Do it of your own volition, and the rewards will be, mmm, so very enjoyable. Force me to use a compulsion spell…and not so much. I'll make you the kitty to his puppy, and I'll let him play with you whenever he wants, however he wants. I happen to know that his favorite hobby is inflicting pain. Angelus is an artist, you see, and torture is his medium. And he's just aching for a fresh canvas. So, my dear, what'll it be?"

Fred paused as if calculating the odds. "Fine," she said. "I choose to serve."

"Good choice."

Angelus looked disappointed, but he knew better than to press the issue in front of his Mistress. Fred gave him a knowing smirk and moved to join Willow, casting furtive glances at the dribbling wound on Gunn's neck.

Angelus asked, "Well? What now?"

Willow tapped a long black fingernail against her lips in contemplation. "Fred, is this computer hooked up to the internet?"

"Yeppers."

Willow slid around the desk, pushing Gunn's corpse out of the chair and sitting down. As she tapped furiously on the keyboard, she said, "A few weeks ago, I stopped by the Magic Box. Rupert Giles as giddy as I'd ever seen him. He played coy about it for a while, but eventually I made him spill. He told me the Watcher Council had gotten their grubby little monkey paws on a very special list. Apparently, a Louisiana vamp named William Compton had gathered the names and biographies of nearly every vampire in North and South America."

"Fuck me…" Angelus exclaimed.

"Later, puppy," Willow grinned. "Right now, I mean to have that list."

Fred spoke up. "Wait, you're gonna to hack into the Watcher mainframe? Nobody's ever done that before."

"Yah, well, I'm not nobody." Willow tapped a few more keys. "And here we are." She lifted her hand and data flowed from the screen along her arm, eventually covering her body before absorbing into her creamy skin. She stretched and purred. "Mmm, I always enjoy a good roll in the hack. Now, let's go recruit some of the local 'talent.' We'll grab Fred a bite on the way…"

End Chapter One