"Get up."

An annoying voice pierced the haze Illyria had fallen into, shrill over the roar of the room. Lacking the desire to even open her eyes, she did not move, hoping instead that the voice would go away.

"Get up, Illyria."

Each word dragged her unwillingly toward awareness of the punishment her vessel had received. No part of her did not hurt. What breath she could take in carried the stench of the room. Unconsciousness was vastly preferable.

"Come on, sleepyhead!"

Hissing, she pushed her body to all fours, lifting the soft containers she'd lain under. Rather than crawl out, she knocked them away with one arm, allowing her to stand up but releasing even more of the foul smell, which filled the air and coated her. Staggering to her feet, her hand sought and found the nearby wall, and she leaned against it.

When the sense of vertigo had passed, she risked opening her eyes. The room she had found refuge in was dark and gray; the only illumination came from the window she had bashed through. The frame had apparently collapsed after she'd made it through, as the top of the window was bent inward, and pieces of cinder block and brick hung down. It was daytime, as the shadowy light, while faint, was too diffuse to have come from an electric lamp. Dust and perhaps ash filled the air, floating visibly through the vague beam of light.

The room was dominated by two large, metal boxes, one of which was apparently a furnace, judging from the constant roar and the waves of heat which filled the room. Normally such warmth would have been pleasant, reminding her as it did of primordial times, but it robbed all moisture from the air. If she breathed through her nose, she was assaulted with the smell of rot and oil; through her mouth, the taste of rusting iron and dust. The soft containers she had lain under were garbage bags, old and leaking, the only source of moisture in the room being the sour fluids which dripped from the plastic.

Illyria, Ancient One, the Essence of Rule... had slept in the trash.

And there, standing in the faint light, absolute contrast to the dust and decay, was a human girl-child. No older than six, she wore a pink dress, white stockings, and her shoulder-length brown hair was pulled back into a prim braid. She blinked at Illyria with innocent brown eyes, and to complete the ensemble, a doll with red yarn hair was tucked under one arm. Her presence in the dust and filth was utterly ridiculous.

"Good! You're up. I thought you was gonna sleep all day!" the girl-child stated. The small head tilted, as if considering Illyria's current state. "Wow, you're a mess! You should go to th' Hyperion an' get cleaned up." Her voice dropped to a conspiratorial whisper. "Best go in disguise, too, there's lotsa police around."

"Who are you?" The demon queen demanded. She cursed her unsteady voice. "How dare you presume to command me?"

"I'm not commandin' you. I was sayin' you should."

"I have no time for the larvae of an insect race. Begone!"

"Hey!" The girl screwed up her face. "I know what that means. I'm no bug!"

The girl's lack of fear was angering Illyria just as much as her insolence. "You are nameless vermin, a fleshy roach," she growled. "And a fool besides, if you think your youth will deter me from tearing out your tongue!"

"I'm no roach! You are! You were the one sleepin' in the trash!" As if daring her to carry out her threat, the girl stuck out her tongue at the demoness.

Snarling, enraged, Illyria reached down for the nearest possible projectile. Which, unfortunately, was one of the trash bags, which tore further and spilled rubbish across her legs and feet as she lifted it. Her temper frayed completely, and she snapped forward, prepared to do harm with her bare hands.

However, when she looked up from the mess at her feet, the child was gone. Illyria's head jerked from side to side, searching. Though dark, other than the trash heap there was nowhere in the room in which to hide. The metal door across the room had not been opened. Her anger disappeared within confusion. She heard faint laughter, but it seemed to come from everywhere and nowhere.

Unsteadily she strode to the door, pausing for a moment to lean against it, gathering her strength. She tugged on the door handle. As she had suspected, it was locked. Even in her badly weakened state she was able to open it, though, tearing loose the simple drop latch which secured the door shut from the other side. A steep, dark staircase rose up beyond it.

Carefully climbing, she met another door at the top. This one was also locked, but was made of aged wood, and opened with even less effort than the first. She stepped into what she recognized as the remains of a kitchen, white and yellowed. Only bare pipes, wires, and slightly less faded linoleum indicated where the stove and sink had once rested. More sunlight was available here, streaming through simple blinds onto the floor and old cupboards. Cans of paint and oil, and boxes stacked into the corners, indicated the room was used for storage.

The hallway toward the front of the building was in similar neglect, blue wallpaper bubbled and peeling. The simple wood flooring was loose and creaked under her steps. She walked carefully, using the wall to steady herself. At the front of the building a set of white wooden stairs, situated near the front porch, climbed to the higher floors. Directly in front of her, past the stairs, was a crude common area – dim with the curtains closed, filled with furniture and carpet which had seen better times, their original colours long since unidentifiable.

A light grinding noise came from her right. There, sprawled upon the stairs, was an unconscious human. He was tattered and filthy, and stank of sweat and alcohol. Long-haired and unshaven, he clutched a mostly-empty bottle beneath his arm.

She advanced into the common area. The air reeked of sour smells, strange chemicals, and even a hint of blood. There were two more people here. One sat on the floor, tipped forward onto a table, unconscious. Strange instruments, and a small quantity of white powder, sat on the table beside him. Just opposite him and Illyria, another young male sat in one of the large, rotting chairs. His dark, unruly hair hung down into his face, over eyes that were open but unseeing. Specks of foam gathered around his mouth.

Discarding them as a concern, Illyria walked past them to the dark, stained curtains which covered the large window. Muffled activity, machines, and shouted voices could be heard outside. Carefully, she parted the curtains with her fingers.

Outside was bedlam. Dozens, perhaps hundreds of humans scurried about. A set of yellow obstacles had been arranged across the street, cutting it down to a single lane of traffic, blocking access to the nearby alleyway which extended behind the building. Men and women, some in dark blue outfits, others in green, stood motionless and expressionless, guarding the area. Many bore the large guns which Illyria had gained respect for the previous night. Vehicles of varying sizes were everywhere, and even as she watched, a large truck, its cargo area covered in green fabric, navigated the crowd with the assistance of warnings and threats. It rolled down the alley, out of her view.

The barricades seemed meant to keep the rest of the humans out of the alley. These people stood just on the other side, blocking the remainder of the street; a rude, unruly throng, loud and barely obedient. Men and women in business attire, with microphones, notepads, and cameras, shouted questions which were ignored by the uniformed men and women. Others, some dressed casually, some not, merely craned their necks to see what they could see. One man with a camera attempted to sneak past the barricades, and was apprehended by a pair of guards. Oddly enough, they did not execute him as an example, but merely manhandled him back into the crowd.

Illyria's main concern, however, was that the protected area extended beyond the entrance to the building she was in. Any rear exit would take her back into the alley, so she didn't consider looking for one. The only viable route was through the front door... and she doubted a woman with blue hair and skin would escape notice in broad daylight.

She would have to don her Winnifred Burkle appearance. This disturbed her, because the disappearing child had recommended she do so. Illyria did not like the idea of being controlled, no matter how indirectly.

Since the alternative was capture or slaughter at the humans' hands, Illyria resigned herself to do what she had to do. For uncountable millennia, need had been synonymous with want for her. It was galling, how often now she was forced to take actions she despised. Spike would have called adaptation. Illyria called it injustice.

Letting the curtain fall closed again, the blue demoness closed her eyes and concentrated. She felt the tingle as her shell re-coloured itself, the slide along her skin as her bodysuit reshaped itself to her will. Looking up, she strode toward the front door.

The porch contained a small mirror, which was cracked and dusty. As she reached for the door, she caught a glimpse of herself in it. She paused, disturbed by how much her aches and general depletion had effected her shell.

Her leathery bodysuit, obedient, had reformed itself into a copy of some of the plainest clothing she could think of: plain faded jeans, and a loose gray t-shirt. However, the trash she had slept under and spilled on herself, which had coated her bodysuit, had soaked into the new emulated fabric. The jeans and shirt now bore numerous blotches of brown and green.

Nor did she fare better – injury was injury, no matter which exterior appearance she chose. The face in the mirror was red and blotchy, and her arms sported numerous dark bruises. The normally bright brown eyes were heavy and bloodshot. Even her dark hair hung limp and dull.

Overall, she looked terrible, and she knew it. It seemed unlikely she would escape note in this condition, but she lacked other options. She refused to stay another moment in this decaying building with its decaying human occupants.

She grasped the front door and pulled it open. Instantly, the noise increased tenfold, and she winced under the assault. Unobtrusively, she walked down the few steps to the sidewalk, pulling the door closed behind her, as she assumed she would be expected to. Ducking her head, she put her hands into her pockets and walked toward the closest point of the barricades, just across the street, intending to blend into the mass of people. Her eyes scanned from side to side, to see if she was being observed.

Over to her left, she saw the man who had shot at her the night before. He sat on the gate of a pickup truck while a uniformed woman with latex gloves tended a gash, which stretched from his temple along the side of his face to just under his jaw. Likely that had been the reason he had not pursued her into the basement the night before. He looked up, and their eyes met. He squinted at her with a puzzled expression, but she jerked her head away, and attempted to walk with greater speed toward the police line.

"Hey!"

She cursed – noticed, merely a third of the way remaining to her goal. So much for merely walking past.

A large human approached her. He was dressed in the same dark blue outfit and armour as the rest, and his weapon was slung over his shoulder, near at hand. The bulky vest was covered in small pockets, and nameless tools Illyria could not identify hung from his belt. More weapons were strapped to his legs. He looked ready for anything – except perhaps a hidden former god – and she allowed herself some mild appreciation. "Landon" was written on one breast of his vest, "SWAT" on the other. "Landon" sounded far more like a human name than "SWAT"; and since many of the blue-clad humans had the same words written on their backs, she concluded this was his group's name.

He was tall, taller than Charles Gunn; and even more strongly built, reminding her uncomfortably of Hamilton. However, his skin was fair, and his hair, short and spiked, was nearly white. His eyes were hidden behind a pair of dark glasses, useful in the increasingly bright daylight. As he approached, he loomed over the disguised demoness. She tensed despite herself.

"You shouldn't be here, this is a restricted area. Can't you see that?" His tone was angry and authoritative.

Illyria forced herself to adhere to the Burkle role, stuttering and timid. "S-sorry. I was... was just goin' home..." A calculated glance at his face, then staring at her own feet.

"Where did you come from? What were-" He stopped suddenly, seeing her ragged appearance, how she seemed barely able to stand. Behind the glasses, his eyes narrowed. "Are you all right? What happened to you?" he demanded.

"I... I'm fine," she replied, though for a brief second she wavered on her feet. "I just had a really bad night."

Landon stepped forward, and she steeled herself, prepared to fight. He did not attempt to touch her, however, instead wrinkling his nose and forming an expression of disgust as he caught a whiff of the trash she had lain in. He looked at her once more, suspiciously; noting the dark circles under her eyes, the bruises and cuts on her arms, her filthy clothing. He glanced back at the building she had emerged from and scowled.

"Look," he said after a moment, "it's your lucky day. I don't have time for this kind of crap now." He sighed. "Just go home and sleep it off. And for your own sake... try to get some help, okay?"

She didn't entirely understand his insinuation, but she recognized condescension and guessed that whatever he had implied was extremely insulting. Only a titanic effort of will kept her from gutting him on the spot.

Swallowing her pride, rationalizing to herself that it was acceptable so long as he thought he was talking to another lowly human, she managed to spit out a reluctant thanks. If he noticed her face flush with rage, he must have misinterpreted it as humiliation, and proof of his suspicions. Not sparing her another glance, he waved her past the cordon. She strode past as quickly as her weakened legs could carry, letting the crowd swallow her.

The Hyperion was on the other side of the block. She quickly made her way there, avoiding the many uniformed men and women and ignoring the others. People seemed inclined to avoid getting too close to her, which suited Illyria just fine. She noted that some seemed to go out of their way to avoid noticing her altogether, a human foible which she made note of.

Soon she was walking up the short entrance to the old hotel. The building was left just as the shell's memories had indicated, the grass and foliage on either side of the courtyard grown wild and unchecked, just the way the fallen goddess preferred. As she walked past the ugly stone statue which interrupted the path, the silence, where she should have heard the faint music of the plants, became oppressive. She felt again the loss of her divine grace, her connection to the greater whole of the universe.

She had lost so much since her reawakening – some of which she hadn't even realized she valued.

As expected, the front of the hotel was locked. She was about to tear the handle loose when something made her stop. She paused – a memory, brandished unsolicited by one of her threads of consciousness. Turning around, she walked back to the statue, and tilted it back by the pedestal. Underneath the base there lay a key to the front door, which she plucked from the ground, letting the statue thump back into place. A human would not have had the strength to look under the statue, and the average demon would have lacked the intelligence.

How she knew the key was to the front door, much less hidden there in the first place, escaped Illyria for the moment. Undoubtedly a memory from the shell, but she could not recall calling it forth. While convenient, the incident was vaguely disturbing. She resolved to explore the possible explanations at a later time, as she unlocked the door and stepped into the building.

The lobby was dim, and utterly silent. She stretched out with what remained of her senses, seeking unwelcome visitors; she neither heard nor felt other beings within the building, but the center of the lobby possessed the faint aftertaste of strong and varied magics. Though she had lost the majority of her higher perceptiveness, the faded feel of warped time and portal energies were unmistakable to demoness.

As she climbed the stairs to the upper floors, a strange feeling settled over her – as if the air itself had begun to thicken. For no reason she could name, she felt compelled to walk softly, to breathe quietly, to make her very presence as minimal as possible. Though she had not been to this place before, the hotel felt incomplete, as if something was missing, a piece she could not name or recognize but for the hole its absence left.

Then, on the second floor, she heard a sound... a child's giggle. Scowling, shifting to her proper form, she advanced slowly down the corridor. It was dimly lit, the sconces along the walls darkened, casting the aged elegance of the building into a mute, oppressive gray.

She followed the laughter down the hall. Whenever she was unsure where to go, she paused, and listened, and the voice would be heard again. A giggle; a gasp; sometimes some unintelligible words. Soon, she stood in front of one particular door. Quietly, she took hold of the door handle.

Within the room, she heard the child's voice again.

With sudden motion Illyria twisted the knob, nearly wrenching it entirely out of the door. Bursting inward, the door flew open to bang against the doorstop on the inner wall. Within, she discovered... nothing. There was no one.

The room was decorated simply and functionally; a small bed occupied one corner, a low dresser along the wall opposite. A closet was to her left, and a short hall to the right of the bed led to the bathroom. The subdued atmosphere of the hotel dominated here as well; there were no windows, the room isolated from the sun and the world, but the cheery pink paint helped prevent the room from being positively dank.

Confused – and irritated as a result – Illyria carefully searched the room; the closet, the small bathroom, even under the bed. Always, she kept the door to the hallway in view, to insure nothing could sneak past her. She found nothing, and no one. The room had the smell of humanity, but the scent was faint and aged, indicating it had been a long while since anyone had been there. With annoyance, she concluded that the room was empty, and she was, in fact, alone. She would have sighed, if inclined toward such pointless gestures.

She discarded the idea that she might have imagined what she heard. Though she might inhabit the barely-tolerable flesh of a human, her mind was very much her own, vast and disciplined. She possessed no subconscious of the kind humans liked to assign their own instincts and mental failings.

She needed rest. A chance to let her damaged vessel repair itself, an opportunity to review and organize the memories she had accumulated. To discover what had – what was – happening to her. And to consider her future, if there was to be one.

But first, a shower. Her own grime was unbecoming, and she would tolerate it no longer. One room was as good as another, so she opted for the bathroom already nearby. She was pleased to note that the shower provided hot water, despite the seemingly abandoned state of the hotel. Likely, the half-breed Angel had intended it as a place of emergency retreat and respite, and kept it prepared for such an eventuality.

She entered the stream of water still wearing her armour, letting the spray wash away the filth and stains of fluids she didn't care to name. Then with a mental command the bodysuit faded away, letting the nearly-scalding water run over her skin.

On first mention she had been insulted by the entire process of cleaning her shell... the very concept of her skin oozing smelly fluids which collected dust and grime had disgusted her in the extreme. However, once she experienced it, Illyria had been forced to conclude – privately – that the whole thing was actually very pleasant and relaxing. Also amusing had been Wesley's discomfort as he guided her through the process, his words becoming unsteady and his face and body becoming flushed as she had unashamedly removed her clothing.

Damnable mortal emotions! Angrily, she chided the aspect which had decided to bring him to mind. But it was done; her gut clenched and her knees wavered slightly. Grief, that most offensive of human reactions, washed over her with far colder effect than the hot water. Here, there were no hordes of monsters to slaughter as a distraction, no impending likelihood of death. Smashing bathroom tile would not provide sufficient challenge.

She clenched her fists, and with pure will, hammered her emotions back into proper shape. Fiercely, she grabbed the bottle of shampoo which lay on the sill of the tub, nearly crushing it. She squeezed a dollop into her hand, and the scent of watermelon spread amongst the steam. It was not altogether unpleasant, and eager for a distraction, she spent a few moments smelling the clear pink liquid. It was calming and reassuring, though she knew not why this would be so.

Quickly finishing the rest of the procedure, she shut off the water and wrapped her body in a large towel. She returned to the main room.

While letting her shell air-dry slightly, the demoness explored further. She noted that this place had been occupied before, though was now abandoned. Some small items were left – a piece of glass art hung on the wall, a piece of long-stale candy sat on the night table. On the dresser lay few books, all with completely inscrutable titles to Illyria: Extremal Combinatorics, Dirac Operators in Analysis, and others. She felt no need to peruse them, instead opening a dresser drawer at random.

The first was empty, as was the second. The third, however, contained some stockings... and a photograph. She reached in, picking it up to view in the dim light of the room. And concluded that the very universe itself was laughing at her.

The photo was of the shell... Winnifred Burkle. She sat on the sofa in the hotel lobby, holding a human baby. The scene was brightly lit, colours full and flavourful, and she was grinning widely at the camera. She was happy and vibrant. Illyria guessed that the baby was Connor, and the picture had been taken long before Angel and his followers had arrived at the operations of the Wolf, Ram, and Hart. Long before an Old One escaped from the Deeper Well and consumed Fred, body and soul.

And now that Old One was standing in the shell's former room. Making use of the shell's former possessions. The universe possessed infinite cruelty. Had she been led here? Was she now to be tormented by memories of Winnifred without, while she was tormented by memories of Wesley within? Her punishment, for destroying their union?

Rest. She needed rest. This turbulent, nonstop ride of human emotion was undoubtedly caused by exhaustion. Crumpling the photo, she tossed it back into the drawer.

Briefly, Illyria considered occupying a different room. Something about this one affected her on a level she couldn't quantify. But no; she would not. She would not run from something so ephemeral as phantoms and feelings. She would stay; she would subdue these despicable human emotions and these unruly memories.

Still clad in her towel, she sat upon the bed. Her exhaustion, in body, spirit, and mind, made entering a meditative state nearly automatic. Gunn had once referred to it as her "reverie". The description was apt; her recollection was vast beyond mortal measure, built over the countless eons of her existence before her time in the Well. She was capable of perceiving far more than a mortal, and remembering it all in perfect detail. While she meditated this information would be organized, while the central core of her personality lay dormant.

She had never looked forward to her meditations quite so much as she did now.

As she sank into the quiescent state, another impression was suddenly thrown up from the recesses of the demoness' mind. Instead of despair, or desperation, this one carried with it feelings of warmth and safety. A gentle caress. A woman's voice, full of love.

There sweetie, it's alright. Just a bad dream. Go back to sleep... I'll be right here.

Desperate to escape, Illyria flung herself down the labyrinth of memory.