Kennedy watched intently as Willow shut her eyes shuddering at the power coursing through her power. Her red hair was fading to white slowly.

"Oh. My. Goddess." The redhead opened her eyes and Kennedy looked into them and saw that the magic had allowed her to see straight into the witch's soul. It was so pure almost too bright for Kennedy but then there was a twist, a dark twist that was sharp in contrast to the rest of the redhead's soul. A small sound of protest from Willow drew Kennedy's attention and what she saw frightened her. Black was seeping into the white locks bleeding out the white. She took a concerned look at Willow's pained face and her eyes flickered between green and the pure black.

"Will?" The slayer breathed uncertain of what she was supposed to do. She had promised to keep the witch grounded but she didn't know exactly how now that the situation had risen. The witch didn't respond to her but instead clenched her eyes tightly as she fought her inner demon. A strong wind swept into the room circling the two and a dark cloud edged in.

"Willow." The hesitant whisper came from the brunette and she watched as black started winning out the fight in her hair. Feeling more insecure by the second she worried that she would have to follow out of her promise to hurt the redhead.

"Red?" Her voice broke as she tried to get any reaction at all from her girlfriend.

"THAT'S NOT MY NAME!" Came a bellowing demonic voice from the witch's delicate vocal cords which usually hosted her mousy voice.

Another great whoosh of wind and Kennedy saw an extra person in the room. Turning her head cautiously ready to attack whoever had come in only to find herself staring at a blonde with dazzling blue eyes. Her figure slightly translucent and her expression so calm and understanding Kennedy couldn't find it in herself to do anything violent.

"Who are you?" She asked bewildered a hand still inching to her stake wedged between her back and the edge of her pants.

"You can't kill me with that. I'm already dead. Tara Maclay."

"You're dead." Kennedy looked up at the blonde still confused. Willow had told her about the blonde and what had happened. "You're the First."

"No!" Tara looked at the brunette her expression that of true hurt.

"Then how are you here in front of us?" She stole a quick glance at Willow to find the redhead fighting as the white edged back into her hair and her dark soulless eyes made way for her usual green.

"Willow has an incredible source of power right now. It's blurring the lines between her imagination and reality." The blonde stole a longing look at the one she loved. Pain showed in her eyes as she watched Willow struggle with everything that was in her to stay good.

"So you're Willow's imagination?" Kennedy looked at the blonde like a lost child still trying to piece everything together.

"No, I was sent here by the Powers That Be."

"The P-" Kennedy cut herself off she simply hoped for an explanation.

"They sensed Willow's dark side emerging and saw that she would have trouble battling it. So they sent me back even if only for several minutes to guide her. Kennedy would you please stand guard at the door?"

"I'm not leaving Willow alone." The slayer looked again at the redhead whose hair was now white but eyes black again.

"She won't be alone. And I prefer if none of the First's minions get in here when she's at such a vulnerable state. And from what I see you're quite the Slayer."

Kennedy stared bewildered at the blonde's infinite knowledge.

"Okay. But…take care of her…" Kennedy averted her eyes she placed a hand up hovering over where Tara's forearm was knowing she couldn't touch the blonde. With that she stepped outside closing the door behind her. Stake at the ready she scanned the hallway.

Inside the room Tara fell to her knees in front of the redhead her eyes still shut tightly. Willow felt her insides tearing as she tried to fight down the demon within her. A warm feeling fell on her cheek. She opened her eyes to warn Kennedy to step away from her but was met with the most intense pained blue gaze.

Blue eyes she would have recognized anywhere. But this was impossible.

In her confusion she let her guard down and felt the dark side seep into her. It burnt and tasted kind of chalky. She cried out in pain but looked back up at the concerned blue eyes.

"Tara?" Tears were stinging at her black eyes.

"It's me love." The blonde replied tears rolling down her smooth cheeks.

"Help." Willow cried pitifully as she felt the darkness in her take another lurch forward and her hair flared into black locks the first signs of veins inching across her face.

Tara placed a hand on the scythe and she seemed less translucent now. She felt the power course through her and bit the inside of her cheek in pain. She was only feeling half of what Willow was feeling just seconds before she shared the magic. The redhead looked a bit more relaxed and the vein disappeared beneath her pale skin. Leaning in Tara capture Willow's lips. It was pure bliss. The wind ceased and the dark clouds pulled back instantaneously. She tasted the evil in the redheaded witch. It was deep inside her roaring furiously but she felt the redhead pushing it back down. Gripping the scythe more powerfully Tara prepared herself. She called upon the Powers That Be and felt the evil flowing from Willow's lips. Tara winced at the pain of the evil entering her body and tightened her grip on the scythe, holding her breath in hopes it would help with the pain. Willow on the other hand seemed to relax even more as she felt the battle dying in her. Every last drop of evil transferred Tara finally pulled back sharply feeling the evil bubbling inside her dangerously. She was nauseous from the pure darkness inside. She took a look at Willow and saw her hair was white and her eyes back to their natural beautiful green.

The Powers That Be called on her to return and the blonde felt like crying. She didn't want to leave her love again. She saw she was beginning to become translucent again and leaned into the redhead stealing a last kiss from her lips before pulling back and releasing the scythe.

"I love you" she whispered to the redhead who now had tears streaming from her eyes.

"I love you Tara." It was almost inaudible.

Tara left the room quietly as Willow shut her eyes channeling her powers fully to the scythe.

Kennedy was standing guard at the door.

Placing her translucent hand over the brunette's forearm she gave her a knowing smile, "Take care of her."

With that the blonde seemed to dissolve into the air.