Disclaimer: I only own Leslie.

(On the phone with Buffy)

"I know, but it's very important." Willow says.

"Will, when am I ever going to use this stuff?" asks Buffy, staring down at her algebra two homework.

"Well, um, it's important so you can finish school?" Willow says, looking at the same homework. The difference being that hers is done.

"So is your cousin still around?" asks Buffy. Trying to change the subject.

"Yea, she'll be staying with us for the summer. Well, us being mostly me. She went out to The Bronze."

"Wait, does she know about vampires?" Buffy asks.

"No. But I don't think she should be alright. Vampires are usually attracted to those who look innocent and wear a lot of color. She's neither." Willow starts babbling.

"Yea, but does she go for bad boys? If she makes the moves most vamps will leave with her." Buffy says.

Willow's doorbell rings. "Oh, could you check The Bronze for me? I've got to go get the door." Willow says.

"Sure." Buffy says as Willow hangs u[ the phone. Buffy tosses on her jacket, grabs some stakes, and heads out her window.

Willow reaches her door, and opens it. She pales at the sight that greets her. Her cousin is being walked home by Spike, who smiles when he sees her. "'ello, Pet."

Willow snaps out of her stupor. "Leslie, get inside."

"No, Red, I don't think so." say Spike, wrapping his arms around Leslie's waist.

"I should go." Leslie says.

"No, you shouldn't" Spike says. He leans closer to Leslie's neck. Looking at Willow the whole time.

"Spike, no!" Willow screams. She takes a step forward. Just barely behind the invisible barrier standing between her and Spike.

Spike changes his hold on Leslie, placing his left hand around her throat. Leslie's hands fly to Spike's fingers, attempting to pry them off. Spike tightens his grip slightly. "Stop, or I'll choke you out." Leslie whimpers, but obeys. Spike takes a step toward the house, and Willow. "Invite me in, Red." Spike stops five feet from the open door.

"I can't do that." Willow says, looking not at Spike, but at Leslie.

"Then I have no reason to continue this little conversation of ours." Spike switches to game face.

"Let her go." Willow says, stepping just outside her house.

Spike laughs. "And what would I get out of that?"

"I'll stay outside." Willow says.

Spike closes his eyes, and when he opens them again his game face is gone. "Get closer to me, and it's a deal. Cross me, and I'll turn her."

Willow takes two steps forward, leaving only three more between them. Spike releases his hold on Leslie, and grabs Willow's right wrist with his left hand. Willow looks at Leslie. "Got inside and call Mr. Giles. It's on the fridge."

"But you can't leave with him!" says Leslie.

"Go!" Willow yells at her. Spike begins walking away, leading Willow off.

(At The Bronze)

Buffy asks around about Leslie. She runs into Cordelia, and her group of friends. "Have you seen Leslie?" she asks Cordelia.

"No. I'm not her babysitter." Cordelia replies.

"She's that little gothic brunette, isn't she?" asks Harmony.

"Yes. Was she here?" Buffy presses.

"Yea, she left with that really hot British guy." Harmony replied.

"What? Was he blond?" asks Buffy.

"Well, he looked more bleach blond. Definitely not his natural color." Harmony replies.

"Thanks." Buffy says as she heads back out the door toward Willow's house.

(At Willow's House)

Leslie rushes into the kitchen, and begins looking through the numbers on the side of the refrigerator. She finds Giles' number, and heads for the phone. It rings a couple times before he answers. "Hello, Mr. Giles speaking…"

"She left with him! I think he's going to kill her!" Leslie interrupts.

"Calm down. Who left with who?" asks Giles.

"Willow, she left with the guy I met at The Bronze. He went all psycho when we got to the house, and wouldn't let me go. Then, she got him to let me go by going with him" Leslie says.

"All right, tell me what you can about him, what he looks like. Anything you can remember." Giles says.

"He's tall, blond, dressed in black. He has a black duster." Leslie pauses, trying to think of something else.

"Oh good lord, that sounds like Spike." Giles says.

"Yea, yea, Willow called him that." Leslie says. "Is she going to be OK?"

"Um, she should be for the time being. Meanwhile, I wan you to stay in the house until the sun rises. And don't invite anyone inside. We'll talk more tomorrow." Giles hangs up the phone. He picks the phone back up, and dials Buffy's number. The phone rings six times before Joyce answers it.

"Hello?" Joyce says groggily.

Giles hangs up the phone, and glances at his clock. It's eleven thirty. "Buffy, where are you?" Giles asks the empty room.

(Willow's House)

Buffy walks up to the house, and knocks on the door. Leslie peeks out through the window at her. Then, she disappears for a moment before opening the door a few inches. "Oh, hi Leslie, I was wondering if I could see Willow. Is she upstairs?"

"No. She left with Spike." Leslie says through red, puffy eyes.

Buffy turns a shade whiter, then pushes past Leslie and heads straight for the phone. "Hey! I'm not supposed to invite anyone in!" Leslie says.

"You didn't. I walked in without an invitation. Who told you not to invite anyone in?" Buffy asks while dialing Giles' number.

"Mr. Giles. Willow told me to call him. Why does it matter if you're invited or not?" Leslie asks.

"I'll tell you later." Buffy says. Giles answers his phone again.

"Hello, this is…" he says.

"Giles, it's me." Buffy says.

"Oh, Buffy, thank God. Spike has Willow." Giles starts to take his glasses off to polish them, then replaces them when he realizes his other hand is holding the phone.

"I know, I'm at her house now." Buffy says. "I'm going to go hunt him down. Just do me a favor, and don't tell Xander. He'd just get in the way."

"Buffy, be careful." Giles says.

"I will." Buffy says, and hangs up the phone.

"Are you going to get her?" Leslie asks from behind her.

Buffy jumps, and whips around in a fight stance. When she realizes that it's only Leslie she relaxes. "Yea, I need you to stay here."

"I want to come." Leslie says, and crosses her arms across her chest.

"Look, I don't have time for this. You'll only slow me down, and decrease my chance of getting Willow back. So just stay." Buffy says.

"Fine." Leslie says, and storms up the stairs to the guest bedroom. Slamming the door behind her.

Buffy sighs, and leaves the house.

Leslie watches Buffy leave from her bedroom window. Once she loses sight of her, she heads back down to the kitchen. She looks down the list of numbers on the refrigerator until she comes to Xander's number. She dials, and waits for Xander to answer.

Xander rolls over in bed, and answers his phone. "Hello?" he asks groggily.

"Is this Xander?" Leslie asks.

"Yes, who is this?" Xander asks while rubbing the sleep from his eyes.

"It's Leslie. I need your help." Leslie says.

"Couldn't Willow help you?" asks Xander.

"No. That's the problem. She went with Spike so he'd leave me here. Buffy went after him, but I feel like it's my fault. I need to help." Leslie says.

Xander comes fully awake, and his voice becomes serious. "Stay there, I'll be right over."

"OK." Leslie says. They both hang up their phones.

(Spike's Crypt)

Spike walks in, and leads Willow to the back wall of the crypt. He chains her arms to the wall.

"Now what?" Willow asks in a half whisper.

"Don't know yet, Luv. Hadn't really planned on capturing you." Spike says, crossing the room to a comfortable chair.

"Oh." Willow says.

(Willie's Bar)

Buffy walks in, and heads straight to the bar.

Willie looks up, and sees her coming. "Oh come on, you've got to stop doing this." he says.

"Where is Spike staying?" Buffy asks.

"I don't know." Willie says.

Buffy cracks her knuckles. "Do we really have to do this every time?"

Willie sights. "Look, just hit me once so it looks good. He's staying in a crypt in Northridge Cemetery." Willie braces himself.

Buffy shrugs. "If you insist." She punches him in the face, and sends him back into the bar.

"Ah." He cries out." He cries out. "You didn't have to hit me like that!"

Buffy smiles. "It looked good." She turns, and leaves Willie's bar.

(Willow's House)

Xander rushes through the front door, and finds Leslie in the hall waiting for him. Xander looks at her, considering how young she is.

"Can we go now?" Leslie asks.

"I need to give you a crash course in vampire slaying first." Xander says.

"Wait, vampire slaying. I thought they were a myth." Leslie says.

"Just hear me out. Vampires can be killed with sunlight, decapitated, or staked with a wooden stake though the heart. They can be repelled with a cross. Any questions?" Xander asks.

"No." Leslie says, shifting her weight from foot t foot.

Xander reaches in his bag, and pulls out a stake and a cross. He hands them to Leslie. "And if you see Spike, don't' attack him. Stick to your cross. Let's go."

They leave Willow's house together.

(Northridge Cemetery)

Buffy enters the cemetery, and heads straight for the first crypt. She quickly opens the door, but finds it empty. "Great, only five more to go." Buffy exit's the crypt. , and heads to the next.

Buffy checks the five remaining crypts with the same result. A very angry Slayer heads back toward Willie's bar.

(Willie's Bar)

Xander and Leslie enter Willie's bar. Xander crosses the bar, and Leslie follows close behind.

"You two really shouldn't be in here." Willie says. "What with my usual clientele and all."

Leslie takes a closer look around the bar, and her eyes get big. All the patrons are demons and vampires.

"Your little friend is scared. You should be, too." A vampire says as he gets in Xander's face.

Xander pulls a stake from his pocket, and shoves it through the vampire's heart. It explodes into dust. "That's why she's with me. Anyone else want to mess with me, or are we done?"

The demons in the bar turn their backs to Xander, and ignore him. Xander walks up to Willie. He pulls out a seven inch cold steel pocket knife, and makes sure Willie sees it. "I'm going to make this easy. Either you tell me the top three places Spike might take Willow, or I'll start cutting you until you do. Got it?" Xander asks. Leslie inhales deeply, and stares at the knife with wide eyes.

"Yea, OK. I can do that. Top three, huh? He's usually at the mansion on Crawford Street, but he's been favoring two crypts. One in Northridge Cemetery, and another in Restfield Cemetery. I'd try Restfield first." Willie says.

Xander flips the knife shut, and heads toward the door. Leslie follows closely.

(Restfield Cemetery)

Xander and Leslie enter the cemetery. Xander looks around. "OK, get your cross out, and be ready. I'll open the door."

"How do you know which one he's in?" asks Leslie.

"I don't." Xander replies. He kicks in the door of the first crypt he comes to. He checks inside, scanning the crypt. It's empty. "Let's try the next one."

(Spike's Crypt)

Spike is sitting in a chair near the middle of the crypt. He quickly stands up, and faces the door. Willow catches the movement, and follows his gaze. Suddenly, the door is kicked in, and Xander is standing in the doorway. Stake in hand, and gaze hard.

Spike smiles, and laughs. "What are you going to do with that, boy? You can't possibly think you're a match for me."

"We'll see." Xander replies, he turns to Leslie who is just coming into view. "Once I have him distracted, you go and see if you can get Willow out of here."

"OK." Leslie says, holding her cross tight.

Xander takes a step forward toward Spike. Spike steps forward to meet him. Xander swings at Spike's face with his left hand. Spike blocks it with his right arm, and grabs his throat. Then, he throws him into the crypt's wall.

Leslie in this time has made it over to Willow. She examines the locks on the chains holding her to the wall. "I think I can pick these." she says to Willow.

"How do you know how to do that?" Willow asks.

"A friend of mine taught me back home." Leslie says with a smile. She grabs two bobby pins out of her hair, and begins working the lock holding Willow's left hand.

Xander is working his way back to his feet. He is still a little dazed from his impact with the wall, but he manages to retain his stake.

Spike stands a few feet from Xander, looking down at him. "Get up, boy. You've got to have more than that." As soon as Xander gets to his feet, Spike attacks. His right fist swings at Xander's face. Xander manages to partially block the blow, but it still pushes him back into the wall from the force.

Xander attacks with his stake, aiming it right at Spike's heart. Spike sees it coming, and grabs Xander's hand with both of his. He quickly twists, and the stake falls from Xander's hand. He applies a little more pressure at the right angle, and Xander is in an arm bar. "You're not even a challenge. You'd think a slayer with friends would at least teach said friends to fight." Spike quickly jerks Xander's hand at an odd angle, and the bone cracks as his right wrist breaks. Xander screams out in pain. Spike shoves him to the ground, and turns to face Willow wand Leslie.

(Willie's Bar)

Buffy slams the doors open and storms through. Willie looks up with wide eyes, and watches her approach. "I just searched all the crypts in Northridge Cemetery. And you know what I found? Nothing! Where is Spike?" Buffy asks, approaching with fists balled.

"I swear I didn't hear about his move until after you left." Willie squeaks out, his self preservation kicking in.

"Where?" Buffy asks in a threatening tone.

"Restfield Cemetery." he replies.

"You better be right this time. Because my best friend is on the line. If she dies, you die. If she is turned, you get tortured, and then you die. Got it?" Buffy asks.

"Yea." Willie says.

"Good." Buffy says, and sprints back out the door.

(Spike's Crypt)

"Well, I'm impressed. I've never seen anyone pick those locks that quickly before. You must be quite the little criminal. Leslie, wasn't it?" Spike asks, keeping his distance, as Leslie is holding up her cross again.

"Yea." Leslie replies.

"I have a little proposition for you. You come with me, and I'll leave them alive. You want to be bad? I can make you that." Spike says.

"Leslie, don't listen to him." Willow says.

Just then, the door swings open, and Buffy comes storming in. She looks around the room, eyes resting on Xander for a moment. His chest moves as he breathes, and she moves on. Her eyes lock on Spike, and a stake materializes in her hand in one fluid motion.

Spike flashes a grin at her. "Look who finally showed up. Even the whelp here found me before you. I thought you were better than that."

Instead of replying. Buffy lunges forward, punching Spike in the face. Spike falls back a few steps before propelling himself forward, punching Buffy in the side of the head. She is momentarily stunned, but quickly shakes it off. She punches him again, and moves in with her stake. He grabs her arm, and sidesteps, forcing her past him. She knocks over Leslie in the process, who drops the cross.

Before Buffy can recover, Spike shoots forward, and picks Leslie up off the floor. He then takes a half dozen steps toward the door before he stops. He puts one arm gently around her waist, and holds her left arm with the other. "You never answered me. Will you come with me?" Spike asks Leslie.

In the meantime, Buffy is on her feet. She picks up the discarded cross, and hands it to Willow. Willow still has one arm chained to the wall. "Spike, let her go!" Buffy screams.

Spike grins. "Oh, did I put you in a bad mood, Slayer? Now back to my question, will you come with me?"

Leslie looks over her shoulder at Spike. "I don't know. Please just leave."

Spike looks at her, then smiles. "I'll see you later." He says. He turns Leslie to him, and kisses her. It only takes a moment for her to respond. He pulls away, and flashes Leslie a smile. "See you around." Spike turns to Buffy. "Slayer." Then, he turns his back to her, and starts walking out.

"Spike, I'm not letting you leave here!" Buffy yells at him.

Spike turns to regard Buffy once more. "No, I'm letting you." And with that he's out the door, and fades into the night.

(Sunnydale High Library)

Giles, Buffy, Willow, Xander, and Leslie are all sitting around the large table in the center of the room. Xander's hand is in a cast. Everyone is quiet now that the events of the night before have been discussed.

Giles shifts in his seat. "Well, I don't think that Leslie should be out unescorted after dark. At least until this situation with Spike passes.

"I can deal with that." Leslie says.

They all get up, and disperse to their houses.