Ollen70: A lot of people have written stories that change the ending of Not Fade Away' so that everybody survives or so the outcome is less depressing. In this story, I tried to keep it as true to the cannon as I could, while still telling the story I set out to tell. Please let me know what you think, and let me know of any improvements I could make.

Disclaimer: The premise of Angel and the characters contained therein are the property of their respective owners. No money is being made from this story.

We who were left behind

There was nothing living in the alleyway when Illyria finally turned away. Not even anything undead. Every single creature, every single body that did not burst into flame or fade away into nothingness was utterly, maddeningly still. There was no reason for her to stay, so she didn't.

The two vampires were gone. The one called Spike, with whom she had sparred from time to time, had fallen first. One of the daemons had run him through completely, but even as he was breaking apart, he still swung his sword until the hands that held it were little more than a pile of ash and dust.

Angel, as the other one was named, had fared only a little better. The legions upon legions of daemons broke on him first, like the water that still poured ceaselessly from the sky. Their broken, mutilated forms lay in gory heaps, pathetic now instead of frightening. Eventually, though, even his prowess was exhausted and he fell under the sheer weight of their enemies. When they cleared, there had been no sign of him. He, like the other, was now truly gone.

Out of a vain hope, Illyria had fought to spare the last human from the daemons. Gunn was weaker than either of the undead warriors, but he had miraculously lived longer than either of his companions. His mortal body was dripping with the essence of his life so thickly that she could nearly taste it when she pulled him close.

Some duty to the one who had guarded and guided her made her want to save him. Wesley would have, she was sure, if he had been able to. The weakness of her mortal facade kept her from reaching him before the old wizard had cut into his fragile body. Her ancient power, the ability to walk through time as though it were mere mist, could have saved him. In light of that failure, she had done all that her weaknesses allowed to save the others. And again, there would be only failure.

Pushing him out of the alley hadn't saved his life. It had only given him a few moments longer to suffer, until he too was overtaken and destroyed. At that she had let herself go. These fell creatures did not pay her reverence any more than the humans had, and they should know better. The wolf, the ram, and the heart had feared her in her rage, and they under-estimated her now.

Her power was diminished, but by no means lost. It had taken her until now to remember it. All of her opponents suffered before they died - she was careful to be certain of it. All of them curled to the ground with screams of utter agony, if they lived long enough even to scream.

Now, there was nothing left for her in this place, save for one still form that was alone near the alley's center. Gunn lay where he had fallen, covered with cuts and leaking that absurd red fluid humans kept beneath their skin.

Leaning over the man's still body, she lifted it reverently from the tainted water that filled the alley. Humans cared for the dead, as useless as it seemed. They cleaned the bodies and made them beautiful again, one last time, before they were sealed in the ground or set alight to glow into the night. Their flames were brief, but that was only fitting. These mortal lives never lasted long, but each of them were very much like the fires that devoured them. The heat and light they gave was so very sparse, and yet the memory of it alone would be enough to last a lifetime, if need be.

Illyria had other things to keep her warm. The ones who had done this to her guide and the ones he was close to were all dead and their bodies could not be desiccated any more than they already had been. A shame, but at the same time, there would always be others. And they should suffer as well.

x x x x x x

Within a matter of minutes, she had retrieved the body of her fallen guide and placed it alongside the shell of Gunn. Often humans kept something sometimes referred to as a shell collection' but Illyria did not think that this what exactly what they meant. Humans were too skittish of such things to do so.

In the warm lobby of an empty hotel, she laid the body of Wesley carefully on a red carpet. The hotel was a convenient location not far from the alley in which they had fought. Its location was gained from the memory of Winifred Burkle. Illyria doubted if she would mind, given that her affection for Wesley was strong. At the same time, it mattered little to Illyria if anyone approved of what she did.

She herself didn't understand why she went to such trouble for a dead creature so obviously inferior to her. It was inappropriate for her to have felt anything for something so weak - anything other than contempt, of course - but the sight of him now, still weakly oozing the red liquid onto the matching carpet, filled her with a newly mounting rage.

Why don't you go, and leave this world behind?' He had once asked her. Why indeed? Why did she not go, and take him with her? He might have protested at first, but it would have been of no consequence. She should have known he was going to die, and even though it was a possibility she hadn't considered looking into, part of her did.

Glaciers that rippled with insensate lust, opaline towers as high as small moons... She'd told him of these things, told him of how they enticed her, of how she longed to look on them again. The wonders of worlds he could never hope to understand, mingled with the loss she struggled with, knowing to the depth of her being that nothing could ever feel right for her again.

You can go,' he had whispered plaintively. Why don't you go?' And she had struck him, made to kill him for trespassing her so, not realizing why he had said those things. It was not that he had wanted her to leave, taking the body she now wore out of his sight, as she had first assumed. His intentions, she realized, were very different. He had wanted to go with her.

Perhaps things would have been very different if she had. Perhaps her shell would have broken and he would have been stranded in a part of this glorious universe that had no love for humans. Perhaps. But he would be alive. And she would not feel so strange, as if her body was collapsing in on itself. The others had called it... loneliness...

Pacing across the floor, a new hatred was building in her mind. There was only one who could help her exact the vengeance she ached for. The bodies of the daemons reeked of the power of those who were called the senior powers, and that stench still clung to one other. One who was not yet dead, and who could be of great assistance to her. Wolfram and Hart were out of her reach in her current state, but there was more than one way to accomplish her ends. Raising her nose to the scent, she left the hotel lobby with purpose.

Ollen70: I'm thinking this will end up being a two-chapter story, maybe three at the very most. Thanks for taking the time to read it. Suggestions are very greatly appreciated.