A.N.: This chapter took me a fair bit longer to figure out. I'm not certain I'm entirely happy with it yet, but sometimes you have to stop trying to "perfect" something and just put it out there. So your feedback is greatly appreciated!

Disclaimer: I do not own any of these characters. They are copyright Joss Whedon and 20th Century FOX.


In the split second that Illyria loses control of its emotions, Fred's soul bursts from its cerebral confinement and becomes conscious again. Fred gasps, disoriented by the suddenness of returning to the world. She finds herself trapped in her body, no longer floating outside of it as she was the last time. She can sense Illyria's presence in there with her, tangled with hers, the space too small to accommodate the two of them. She can feel Illyria's thoughts and emotions, the pure, unadulterated rage. It frightens her.

Fred struggles, to little effect, to separate Illyria's emotions from her own, fighting against their power. The more her own anger grows at her inability to escape, the more she seems to overlap with Illyria, the more she becomes part of its essence. She can feel Illyria's unbridled fury and overwhelming desire to destroy, crush, snap the fragile structure in her grip. It's blinding and disorienting. She fights against the feeling, becoming angry, but it only strengthens her bond with Illyria. Fred can feel Illyria's power singing through her own veins, strength her body never possessed when it was hers and hers alone. It's intoxicating. She can feel the power in her grip, can sense that she need only twitch a muscle and the life in front of her will be snuffed out.

With a start Fred realizes that the delicate thing in Illyria's hand, in her hand, is Wesley's neck. Illyria looks into Wesley's eyes, and what Fred sees there shocks her. The passion, the brilliance, all of it is gone, burned away by despair and too much whiskey. Even now, teetering on the brink of death as he is, there is nothing. No spark or will to live, to fight back and save himself. He's lost all desire for anything this world has to offer, an empty husk, so little left of the man Fred loved. Loves.

Fred suddenly snaps back to herself, and is horrified at the power that she nearly let consumed her.

Illyria's grip starts to tighten on Wesley. Fred can see it, feel it, the bones straining beneath her grasp, so fragile. She can feel the life that is about to end and worries that he will die without ever knowing she's still here, still loves him.

No! You can't! I love him! Wesley, I love you, please! Fight back! Just FIGHT BACK! I love you!

Fred suddenly finds herself in control of her body, and with a start she twists away from Wesley. Her control lasts for only a moment before Illyria yanks it back. Enraged at being caught off guard, it tries to lock Fred back into the dark and constricting hole in their mind.

Fred panics, desperate not to go back to that place, to where she is nothing. Not when she's so close, when she had almost made it back to Wesley. She wants to exist. She can't go back to that place.

Panicked, she pleads with Illyria.

"It's too small! It's too small, I can't breath!"

With a start Fred realizes that her words are coming out of Illyria's mouth. Both of them are feeling the same terror, the same claustrophobia. They're feeling each other's feelings and hearing each other's thoughts. She struggles to establish which emotions are hers and which are those of Illyria.

They restlessly pace the room, together, anxiety levels rising in each of them, amplifying each other's panic.

"How do you live with these walls? I can't breath! There's no room for anything real!" they say.

"It's alright," Wesley says, trying to calm Illyria.

Fred tries to seize this opportunity to talk to Wesley, to let him know that she's still there, but his voice has a calming effect on Illyria and it regains some more of it's control. It bats Fred aside like a fly. When it talks again, the words are all Illyria.

"I should gut you where you stand!" it spits out. "You challenge me."

Illyria is talking as much to Fred as to Wesley. It pushes Fred away, trying to expel her from their body.

Get out, human! Illyria commands, talking into the space only Fred can hear. This shell no longer belongs to you. It is mine to use as I please. Be gone so I can destroy your pitiful race without your sorry attempts to challenge my power.

Fred is furious that this creature, this demon, would take over her body and threaten to destroy all she holds dear. That it would treat her as little more that a flea, something to be brushed away and forgotten. This is her body, and she deserves to live in it. No demon, ancient or otherwise, can change that.

You think that was a challenge? Fred says fiercly. Try to hurt my Wesley again and I'll show you a challenge, bitch!

Fred hears Illyria sneer, feels the body tense to go at Wesley again. She isn't able to get back the control she'd enjoyed for a moment, but just the same Fred throws everything she has into making everything Illyria does difficult. She occupied this body for years before Illyria stole it away from her, knows it better than anyone, and she uses that against the demon now. She claws at Illyria's hold on her body, pulling, pushing, making Illyria fight for every word, every motion, undermining everything it tries to do. As she does she feels herself slipping slowly back into the demon, feel its strength becoming her strength, its anger fuelling her fight. As their shared anger fuses them together, Illyria is fighting as much against itself as Fred.

"There's not enough space to open my jaws," Illyria continues, and Fred can feel it battle for every breath. "My, face is not my face I don't know what, what it will say." Illyria chokes on the words, fighting against Fred, every syllable a struggle to get out. Its movements are jerky and strained.

"Illyria. Come with me." Wesley's voice, so even, so calming. Both Fred and Illyria pause, lulled by his voice, the soothing sound dispelling their anger. There's a silent power about him, something neither Fred nor Illyria can resist. He moves towards the door, his eyes never leaving Illyria's face, wary. As her anger subsides, Fred feels her essence separating again from Illyria's.

Fred is exhausted. The mental fight took a lot out of her, more than she expected. She can feel that Illyria does not intend Wesley any harm at the moment, under his spell as it is, so she allows Illyria control of their body, unchallenged for the time being, until she can regroup.

Too quickly she realizes her mistake. Illyria has recovered much faster than she expected. With a violent shove it locks Fred's soul away, and again all she is is dark nothingness, save for one final image of Wesley's haunted, hollow expression burned into her mind.