Summary: Season 2 Rewrite Angelus wants Willow. Willow wants power but at what cost? How far will she go to get what she desires most?

Warning: CHARACTER DEATHS (please don't hate me when you read them)

Disclaimer: Joss Whedon own all characters and plots I just make them depressing.

Authors Note: My grammar sucks so review my fanfic not my grammar.

Farther Into Darkness

Willow was sitting at her computer desk wearing her long Pj shirt that went just past her thighs doing some last minute studying for her chem. test the next day. She glanced over to her right to see her fish tank. She sighed with sadness as she remembered when she found the brown envelope with her dead fish that Angelus killed. She then sighed again and began to study unaware that she was being watched.

He watched her study wearing nothing but a long shirt it made him ache with need and desire. She walked toward the window he was looking in and opened it not noticing him there as she walked back to her desk he could smell her innocence he couldn't take it anymore the sent was intoxicating he wanted her. So he walked through her patio doors

"hello willow" he said seductively she turned around her eyes wide with fear as she saw who it was she began looking around her room looking for a cross when she remembered 'oh right Jewish'. She could hear her heart beat in her ears he could hear it too. He smiled a predatory smile as he looked up and down her body "must be cold in here" he said noticing her nipples popping out of her shirt her arms went right to her chest covering herself up.

He then said "how's your fish?" this made willow slightly irritated "dead. Thanks to you." He chuckled "that's right I forgot" willow didn't think about what she was saying when she said "what do you want?" she knew right away what he wanted by the look in his eyes. He didn't say a word he just walk closer to her grabbed her so her body was flushed against his willow gasped no because she was afraid but because she could feel the hardness of him on her stomachs she began to shake. He put his nose to her neck breathing in her scent and whispered into her ear "everything" he then pulled her into a passionate kiss she was tense at first then she began to loosen up willow heard a moan at first she thought it was him then she realized it was her! She then pushed him from her he smiled and walked out of her room. Willow stood there comatose.

Buffy climbed into her window that lead into her room after the second round of patrolling. She was getting very nervous angelus had stayed quiet for 4 days which usually meant that he was planning something. She would be ready once he came out into the open she would put a stake right through his—oh god what was she thinking she would never be ready to kill him. She loved him for crying out loud! She had given herself to him heart and soul. She sat on her bed and started to cry she knew when the time came she would not be ready and someone would die.

When angelus got back to the factory Drusilla was there to greet him she smiled an evil knowing smile "Daddy's been playing with the little tree hasn't he?" He chuckled "yes Dru; I think it's time for a new family member don't you?" Drusilla let out a screech of excitement "I'm going to have a new mummy to play dolls with!" "Miss Edith will be ever so excited she's seen her coming for months now but she kept it for herself." Dru continued her insane ranting until Spike entered the room "yeah that's all we need one of the slayers best pals in our gang." Angelus glared at spike "I don't think it's up to you so why don't you just roll along!" angelus loved the face that spike was in the wheelchair because it made spike miserable which made angelus joyful because he hated the British bastard.

Willow just made it to school the next morning she had a restless sleep the night before. She kept wait for angelus to show up and slit her throat while she was sleeping. She didn't notice that Xander her best friend since kindergarten was talking to her.

"Earth to will....helloooo" he said waving his hand in front of her face "huh...what did you say something?" "Yeah I asked how come you where almost late for class. Are you okay willow?" he asked in a very concerned willow was never late especially for school.

"Yeah I'm fine....I uh...I just didn't get a lot of sleep last night." She saw xander raise his eyebrow as he said "Oz keep you up all night?" she chuckled and blush slightly "no it wasn't Oz." "Then who was it?" he asked wiggling his eyes brows suggestively. "n-no one" she blushed even more as she thought of how the vampire kissed her. Why was she thinking about angelus like this he is the undead a soulless monster with a very big.... no! Stop bad willow! She thought to herself. She shook her head of the thoughts she was having and continued to talk to xander "I was just up late studying for a test." "We have a test?!" xander asked his voice suddenly very panicked "why didn't I know?!" willow shook her head "you've known for at least 2 weeks Xand" she then laughed.

The teacher started to hand out the test willow then just realized that she had lied to Xander about Angelus. Why didn't she tell him she should've told him so they could sic Buffy on the vampire. What was wrong with her? Did she want to see him again to feel his cold and very talented lips on hers? She shook her head again to erase the thoughts in her head and started her test. She would tell Buffy at lunch. Or would she...

Authors Note: i hope to update once or twice a week. so keep reading!!!