"What about the Hyperion?" Willow suggested.

"Angels old digs?" Spike asked, he'd never actually seen the place before.

"That's probably not the best idea." Buffy said, she hadn't spoken to Angel since he joined Wolfram and Hart and even though she acknowledged the fact that he wasn't evil, she wasn't sure of how he felt about them.

"Why not? It's a hotel so its got a lot of room, and Angel still owns it, right? It's the perfect place to set up another academy. Angel and that demon God…"

"Illyria." Spike filled in.

"Right, they can even head it up." Willow finished.

Buffy had to admit it sounded like a good idea but not even Spike had spoken to either Angel or Illyria since the alley scene. Although, if asking him to head up a slayer academy didn't prove she trusted him, nothing would. She looked from Spike to Willow; both clearly thought it was a good idea. "Ok. We can ask him I guess."

---

Willow, Buffy Dawn and Spike arrived at the Hotel later that week. Spike looked at it and scoffed, Angel really didn't do small accommodation. The front doors were looked which was an unexpected barrier for them. They banged on the door a few times but got no reply. It wasn't hard for Buffy to force the door though and they entered the building.

Willow, Buffy and Dawn walked into the lobby but Spike stopped at the entrance. As soon as he had stepped into the building, he was hit with Fred's smell. After all these years he hadn't expected her scent to still be haunting the building. It more than fazed him for a minute, so much so that he failed to notice the lack of Angels scent in the building. As Spike got over the shock of the smell he actually looked at the interior of the hotel, and met another shock. Frantic scribblings lined the walls and floors of the old hotel. The four of them looked round as they walked semi-cautiously around the hotel lobby.

"What is this?" Willow asked focusing on the large pentacle, which had been drawn on the floor near the front desk counter in red pen.

Spike put his fingers to the writing on the wall as he inspected it. He swallowed hard, trying to keep his composure. The hand writing- much as he'd like to deny it- looked so much like Fred's.

Dawn called out to anyone who might be there but got no reply. Spike hushed her and listened intently. He crept up the stairs and the others followed. It seemed they couldn't escape the ramblings, no matter how far they ventured, though some areas where less covered than others. Dawn noticed that hidden in the numeric formulas and random tip-bit phases, a story seemed to emerge and she tried to read as much of it as she could whilst keeping up with the others.

Not far down the tunnel corridors, they came across a rather disturbing room. The door handle had been broken off and there was tape all the way round the doorframe. Whoever put it there seemed to have realised that the tape wouldn't be sufficient in keeping the door closed and nails had been hammered into the door, as well as scraps of wood, which barricaded the door. Someone really didn't want anyone getting into this room, or out, Spike thought as he stepped over furniture, which further obstructed access to the door. The wall around the door had been messily coloured black, giving it a border of roughly 3 inches all the way round, and the words 'lies', 'not real' and other similar phases were repeated at the edges of this. He would have investigated further but a thud, thud, near by caught his attention.

"Did you hear something?" Willow asked looking down the corridor where Spikes attention had been pulled.

The heartbeat sped up slightly, they could hear them.

Spike passed several more rooms on the corridor before stopping at the source of the heartbeat. He slowly opened the door and his knees almost buckled beneath him when he saw who was inside. He had been right, it was Fred.

Fred's expression went from scared to worried to desperately sad in about 0.5 seconds. She put her hands over her head and closed her eyes. "No, no, no." She repeated as she retreated to the furthest corner, tears streaming down her eyes. "You can't be here."

Spike couldn't believe it, Fred was back, and the tosser hadn't even told him! She looked so frail though, so broken, nothing like the strong science chick he remembered.

"Fred, pet." He said softly moving closer to her.

"No!" She cried, forcing herself further into the corner. Spike continued to approach her slowly. "You can't be here. You're NOT real."

"Shh." Spike soothed, now kneeling in front of her. He could see her tear smeared face and distressed eyes and it pained him to see his Fred this way. He cautiously brought his hand up and when she showed little resistance, stroked her hair calmingly.

"I don't want to be left behind." She said between sobs. Spike pulled her into him and continued rubbing her back soothingly as she cried into his shirt.