Disclaimer: I do not own any of the characters… it's all so sad. Joss Whedon and Mutant Enemy own it all.

Fade To Black

The silhouette in front of the window didn't move when she opened the door. Her heart did its familiar stutter thump as her mind started to form identification. She stopped it when she realized it wasn't who she first thought it was. This dark silhouette was too short.

"Spike?" she managed and was a little surprised at the stutter thump her heart did at the sound of that name.

"Hello love." He said, turning to face her. "You look smashing."

"Thanks…" she glanced around the apartment. Dawn and Andrew were still out. Spike seemed to be alone. "Are you… I mean… Did….?"

"I'm here all by my lonesome." He said and stepped toward her. "I've brought you some news: Angel is dead."

The words struck her and her heart didn't stutter thump; it stopped all together for a moment.

"What?" she gasped and leaned back against the table by the door.

Spike nodded and continued to walk toward her. "Yeh, I'm afraid so." His eyes narrowed a bit as he studied her. " I know you know what he was planning to do. He wouldn't have done it without saying good-bye."

Her tear filled eyes met his and she gave a quick nod. "He… called. But I…"

"Didn't believe it'd happen?" Spike nodded. "Sure, him being the big hero and all. Always getting out of everything, getting the breaks, I know. But, Wolfram and Hart, see, they couldn't let him walk away after what he did to the Circle. Of course he knew that. He knew they were going to come down on us." Spike looked away and shook his head a little, what she took for grief shadowed his features for a moment. "They did do that. They came down like a hammer."

"And Angel is… Angel…" she couldn't say the rest of the words, as if saying them would make it true.

"Dust." Spike nodded again. "They had a dragon, a bloody dragon! Can you believe that?" he sat down on the back of a couch. "Been thinkin' about it and I think they knew the big ponce would go after it. You know, all heroic knight, crap. And he did. Went right for that big lizard. Took out a bunch of the demon horde getting to it and when he got to it…you ever read Beowulf, love?"

Buffy shook her head slowly; still reeling from the shock of what Spike was telling her.

Spike shrugged. "Eh, well doesn't matter. He's gone."

She stared at him for a moment, reality seeping in. "But you're ok, you made it out." She smiled a little through the tears in her eyes.

Spike smiled back. "Yep. I did."

Buffy's smile grew. "I'm glad. I really am. At least you didn't die too."

Spike cocked his head to the side a little. "Are you?" he asked, his smile twisted a bit into almost a grimace. "I suppose you probably are. Doesn't really matter though." He stood up and walked toward the door.

Buffy followed him, confused. "I don't understand." She said.

"No, I'm sure you don't." he tossed back over his shoulder as he pulled open the door. "See, I realized something when I was in that alley: It was never about you. It was always about him. About Angel. He was the one I was trying to impress, the one who's attention I was trying to get. He was always one up on me. Whether he was bad or good, he was always at the top. I've spent my entire un-life trying to be him. I've followed him around, doing everything he did, a step behind, never quite getting there. I never wanted to admit it but there it is. I finally got that in the alley when I watched him die."

She stared at him. "So… what? You and me were just….?"

"Me, trying to have what he had. Sorry." He started to walk out the door.

"So that's it? You came to tell me that Angel is dead and.. and that you and me was only about you having an inferiority complex and being an Angel wannabe?

Spike seemed to think about it for a moment. "Well yes and no. Yes I'm over you. And inferiority complex is a little harsh but I am still in Angel's shadow. The good news is, they are going to help me with that."

"They?" Buffy, who had felt her blood turn to ice at the beginning of this conversation, now felt as if it had turned to a solid lump in her stomach.

"Wolfram and Hart." Spike said with a grin.

"But you… you have a soul.."

"Not anymore." He said softly. "Simple little procedure really. Especially since I was willing to have it done. See, had the soul, had you, but I still wasn't Angel. You, well you're here banging The Immortal but your heart, that's always been Angel's. So really, I only had the soul. Once he was gone, there wasn't any reason to want you anymore…or have a soul.

"There I was, standing in the alley watching the wrath of Wolfram and Hart come down on us and it all became crystal clear. This little voice in my head asked my why I was there, why was I doing the whole 'dying for a noble cause' again? That was Angel's stand anyway, so what was my reason? And it hits me: Because he's doing it. Because he says it's what we should do and everyone raised their hand. So what? Was I going to stand there and look like a coward? In front of HIM?"

Spike's voice had risen to the point where he was almost shouting. His gaze met Buffy's frightened one again and he smiled a little.

"Bugger that." He said softly. "They tried so hard to turn Angel. Said that he had this big part to play in their future. For five years they took him to the edge and couldn't manage to push him over. Making him CEO of their operation didn't get them anything but a big huge headache. In the end he chose to take out their major players and die a hero instead of playing their game. So they made me an offer."

The grin widened "He wouldn't be turned. Wouldn't be Angelus. Went down in a blaze of glory. But dust is dust and to my way of thinking he failed. But I won't. I'm coming up behind Angel again, but this time, I'm going to succeed where he didn't. They need a badass vamp and I'm their guy."

"Why?" Buffy managed to ask through her shock and grief. "Why Spike? You were…"

"What? A Champion?" he laughed and she flinched from the ugly sound of it. "Second banana is more like it. But not anymore. Now I get everything that's coming to me. And as bonus, I get to see that fear in your eyes again. I've missed it.

"Watch your back Slayer." Spike called back over his shoulder as he walked down the hallway. "I'm the baddest of the bad now."