CHAPTER THREE

DEVASTATION

"What did you say?" Faith asked, a dangerous look in her eyes. Buffy saw the expression on her face, and subtly shifted her position on the cot to put herself directly between Faith and Willow.

"Will, maybe now's not the best time for confessions."

"Don't you understand, Buffy?" Willow replied sadly. "We let all this happen."

"Let her talk," Faith growled, coming to stand by the cot. "I wanna hear what she has to say."

"Back off," Buffy hissed, her voice low.

"Why?" Faith challenged. "Afraid I'm gonna hear what else you two are guilty of?" Her hands clenched themselves into angry fists.

"It… it all happened so fast," Willow managed, tears beginning to trickle down her cheeks. "We didn't mean to…"

"So you're telling me you just let Lord Giles use the Chaos Gem to turn our world into this," Faith gestured at the tent surrounding them, "and you expect me to just forgive you?!" She reached out to grab Willow's arm. Buffy tore Willow's arm free and shoved Faith back.

"Don't you EVER touch her again!" she thundered, standing up. Willow shivered at how suddenly protective of her Buffy had become.

"What are you gonna do about it, blondie?" Faith said threateningly.

"This," Buffy replied, and she struck Faith hard across the face, knocking her to the ground.

"Buffy, stop!" Willow cried out. Buffy was beyond hearing though, having given herself completely over to her rage and anger… and her desire to protect Willow. Faith was back on her feet a few moments later, grimly wiping blood from the corner of her mouth.

"Thanks," she muttered, a savage grin on her face. "I was tired of holding back." With that, Faith surged forward and drove her fist into Buffy's face with all her strength. Buffy fell back, but she was only momentarily stunned. She recovered quickly enough to block another from Faith, and countered with a knee to the pit of Faith's stomach. Buffy followed it up with a quick kick that sent Faith flying. She rushed towards her fallen rival, ready to finish her off, but Faith wasn't finished yet. She swept Buffy's legs out from under her, then leapt at her prone form. Buffy was ready though, and grabbed Faith at the last moment, flipping the surprised brunette over her head and into the hard ground. Both women were up again moments later, striking ready positions.

"Bring it on, B!" Faith snarled.

"NO!" Willow's shout was louder still, as she magically forced Buffy and Faith apart. Any attempts to continue their fight they found thwarted by an invisible barrier between them.

"That's enough," Angel agreed, walking over to stand in front of his wife.

"Did you hear them?" Faith cried. "Did you hear what they're responsible for?!" Angel nodded calmly.

"I heard them," he replied, his voice low, "and I don't care. Even if what Willow says is true… that doesn't give us the right to play judge, jury and executioner."

"The hell it doesn't!" Faith raged.

"Faith," Angel said quietly, looking directly into her eyes. "Please… back down." There was a dangerous edge to his voice this time, and Faith recognized it. She hardly feared her own husband, but neither did she have any desire to have to fight him as well.

"Fine," she spat. "You wanna stay in here with the traitors, be my guest. I've got better things to do!" Without another word, she turned and stalked out of the tent.

"I'm sorry," Buffy managed. "I didn't mean to…"

"Don't," Angel interrupted her, more harshly than he'd intended. "I know what you were doing." He flicked his gaze to Willow for a brief moment. Buffy lowered her head.

"It's all right," Angel said, his voice softer. "I can see you're more than friends." Instinctively, Buffy drifted back over to the cot and took Willow's hand in her own again.

"So what do we do now?" Buffy asked aloud, not sure if she intended the question more for Willow or for Angel.

"There's got to be a way we can fix this," Willow whispered, squeezing Buffy's hand. "There's got to be…" Her eyes glistened with unshed tears.

"Take it easy, Will," Buffy soothed her. "If there's a way, we'll find it." A blood-curdling scream in the distance startled Buffy. Her grip on Willow's hand tightened.

"What was that?" she asked, trying to stay calm. Angel shook his head.

"I don't know… but it can't be good. Stay here." He quickly slipped out of the tent, leaving Buffy & Willow alone.

"How are you feeling, Will? Can you stand?" Buffy asked urgently.

"I think so," Willow answered hesitantly. "It feels like the last of that anti-magic stuff has finally worn off. Why?"

"I think we're about to have company," Buffy replied grimly.


Outside, the campsite had become a battleground, as the forces of darkness assaulted the home base of the Human Alliance with brutal force. Fires had broken out everywhere, and clouds of thick, greasy black smoke choked the air. Huge winged demons dove from the sky to prey on the hapless humans below, slaughtering them without a care. On the ground, hordes of vampires darted about everywhere, killing and feasting.

Angel witnessed the devastation first hand, and he knew all too well what it meant: Glorificus and her minions had finally found them. Quickly scanning the hellish battleground, Angel spotted his wife and rushed towards her.

"Faith!!"

"Little busy right now!" Faith retorted, engrossed in battling a particularly nasty vampire. Shifting into his 'game face', Angel dispatched the creature quickly.

"We need to signal the evacuation!" Angel shouted to his wife.

"You wanna run?" Faith shouted back incredulously. "What makes you think they won't just follow us?!"

"We have to try! We can't survive this kind of attack!"

"What makes you think you're going to survive, chum?" a sinister voice interrupted. Angel whirled around to behold a lone figure emerging from the carnage all around them. He wore a long, dark duster jacket over a leather bodysuit and dark sun glasses, in stark contrast to his pale blonde hair. His hands, arms and shoulders were covered with razor-sharp spikes.

"What, nothing to say to me… 'dad'?" Angel grimaced.

"Spike."

"It's William now, actually; 'Bloody William', if you don't mind." He smiled slightly.

"That your new pet name?" Angel taunted him, "Another reward for being a loyal lap dog to Glorificus?" William ignored the insult.

"Actually, my reward… is getting to kill you." Faith immediately stepped in front of Angel.

"Back off, Billy Idol, unless you want a stake where the sun don't shine!" William grinned coldly.

"Don't fret, pet… I've brought you a nice playmate as well." Faith frowned. Without warning, something grabbed her from behind, an inhumanly strong arm wrapping around her throat.

"Can I taste her, baby?" a feminine voice purred.

"Whatever you like, Dru," William said a grin. "Just be sure you kill her."


Buffy & Willow, hands linked, stepped out of the tent and straight into the chaos and bloodshed of Glory's massive attack.

"My god!" Buffy gasped.

"What's happening, Buffy?!" Willow practically screamed.

"I don't know," Buffy replied, "but these people are getting killed! We've gotta try and help them!" She shared a brief look with Willow.

"I can take care of myself," Willow assured her. "Go find Angel, see if you can help him! Maybe I can use my magic to get some of these people to safety!" Buffy nodded.

"All right; be careful, Will… I love you." Willow blinked back a tear.

"I love you too, Buffy." With a final, longing look at Willow, Buffy took off at a run, looking for Angel.


"Let her go!" Angel roared.

"Leave the ladies to their private time," William interrupted him. "We have some business of our own to take care of, mate." Behind his dark glasses, his face shifted and transformed into the terrible demonic likeness of a vampire. Snarling, he leapt at Angel. Angel's own face transformed as well, and he met William mid-charge. The two powerful vampires fell upon each other in a bloody battle for supremacy.


"Don't worry, lovely," Drusilla whispered into Faith's ear. "We're going to have some fun of our own…" A gleaming knife, held in Drusilla's other hand, began to descend toward Faith's throat.

"Get the hell off of me!" Faith hissed, driving her elbow into Drusilla's stomach. Drusilla's grip was instantly broken. Reaching back, Faith grabbed Drusilla by the back of her neck and flipped her over, slamming her to the ground. Drusilla sprung up again moments later, the knife somehow still in her hand.

"That wasn't very nice," Drusilla complained. "I think I'll have to punish you now…"

"Bring it on, psycho," Faith growled, striking a defensive position.

"I don't think you want to do that," Drusilla purred. She stared intensely at Faith.

"Yeah?" Faith sneered. "Why not?" Drusilla grinned menacingly, reaching out towards Faith.

"Wouldn't you rather… be… in… me…?" she said slowly, deliberately. Something about her eyes captured Faith's attention, and she suddenly found herself having difficulty looking away.

"H-hey… what are you…"

"That's right, lovely… look at me." Faith tried to tear herself away, but somehow she couldn't. Slowly but surely, she found herself being drawn into Drusilla's deadly gaze.

"Good…" Drusilla whispered, stepping closer, holding the knife out in front of her.

"S-stop…" Faith managed, struggling in vain to escape from Drusilla's hypnotic stare. "P-please…"

"Shhh… hush now." Drusilla spoke as if to a small child. "Just relax, little one… and be… in… me…" She now stood directly in front of Faith, the knife just above her would-be victim's throat. Drusilla grinned.

"Nigh, night, lovely..." The knife flashed in Drusilla's hand… and suddenly, something swift and hard knocked it from her outstretched hand before she could use it.

"What?!" Drusilla snarled in rage.

"Lose something?" Buffy asked with a cocky grin.

"Have you come to play too?" Drusilla purred.

"Play with this," Buffy growled, and lashed out with a kick a Drusilla's head. The female vampire grabbed Buffy's leg in mid-kick and used it to throw her roughly aside.

"You'll have to do better than that, pretty," Drusilla taunted her. She grinned. "How 'bout we play a nice game together instead? You try to find me… or I'll kill you." Buffy frowned. What was the nutcase talking about now? Suddenly, where Drusilla had been standing, there were now four Drusillas, each with the same crooked grin.

"Ready?" the four asked as one, their voices echoing together.

Oh, crap…


In another part of the camp, Willow was trying desperately to get anyone who would listen to her to gather together, so she could teleport them away to safety. She wasn't sure just where she was going to send them – where in this hellish world was truly safe? – or even if she had recovered enough to attempt such a feat, but she knew she had to try. Besides, she had a terrible feeling she was only going to get one chance. The attacks were intensifying; the camp and the people who lived there wouldn't last much longer. A young boy with dark hair ran up to Willow.

"I couldn't find anyone else!" he shouted, sounding out of breath. "They're all gone!" Willow nodded gravely.

"All right," she said quietly. "Thank you for trying, David." The people were reluctant to trust a stranger; even more so when the stranger in question claimed to be a witch. The dire situation they were in left them little choice, however; those who wanted help made up their minds quickly enough. To speed up the process, Willow had also sent a small group of 'runners' to try and find others in need of help, and convince them to gather at the appointed place. So far, David was the only one of them to return.

"I don't think we can wait anymore," Willow announced. "Get over in the circle, and hang on!" David quickly did as he was told. Willow shared one last smile with him and closed her eyes, calling upon the magics within her. There were roughly thirty people waiting in the circle. She knew it would take everything she had to cast such a powerful spell; she also knew she had no choice.

Goddess, please let this work…

Rising slowly off the ground, Willow began to silently chant to herself. The power surged through her again. She reached out with her hand to cast the spell…

"Look out!" David cried out. He hurled forward and tackled her to the ground, just as a searing jet of flame scorched the ground where she had been standing only moments before. Willow's eyes snapped open, her concentration broken.

"David, what…?" A bellowing roar cut her off.

"It's coming back!" David shouted. Willow looked up… and saw a monstrous winged demon bearing down on them.

"We've gotta get out of here!" David shouted to her.

"I've got to finish the spell… save the others!" Willow protested.

"There's no more time!" David argued. Turning, Willow saw the demon was

nearly upon them. Its mouth was opened, ready to unleash another deadly blast of flame.

"Close your eyes," she whispered to David. The young boy did so, and Willow reached out with her magic once again.

"Freeze!" she cried out, pointing at the diving demon. A blast of frigid air erupted from her fingertips and enveloped the demon, freezing it solid in mid-flight. It fell from the sky like it was suddenly made of lead, its frozen body shattering into thousands of pieces when it struck the ground.

"Is… is it gone?" David asked, his eyes still closed.

"Yeah," Willow replied. "You can open your eyes now. Everything's…" A crackling blast of magic suddenly struck Willow hard in the chest, hurling her back.

"Willow!" David cried out in terror. He started to run towards her, but another blast enveloped him before he could. David cried out… and was gone.

"Annoying brats," a menacing voice hissed. "They never learn their place." Willow slowly picked herself off the ground. Hearing David's terrible scream sent a chill up her spine… soon replaced by the heat of her anger. Her eyes darkened.

"Monster!" she hissed. "He was an innocent child! How could you…!" She stopped, the words dying in her throat. Hovering in mid-air a few feet away from her was a young woman with short blonde hair wearing a dark gothic dress. Her eyes blazed with power.

"Amy?" Willow gasped, recognizing the young woman.

"Amy?" the girl repeated, looking around herself innocently. "Oh, wait…" She reached down and picked up the unusual object she was wearing around her neck. It was a small metallic figure, like the kind one might find on top of a trophy.

"She's right here," the young woman said, smiling. "Right where she belongs."

"You're not Amy," Willow said, the terrible truth dawning on her.

"Of course not," the young woman replied. "Why would I want to be? Spoiled little brat never appreciated anything I gave her. She didn't deserve the life I gave her… so I took it for myself." She grinned.

"You're Amy's mother…" Willow breathed.

"That's Mistress Madison to you," the young woman snapped, "As in, 'Mistress of All Magic'. Which makes you mine, little girl."

"I guess some things don't change," Willow retorted. "You're still crazy."

"I won't tolerate disrespect," Catherine Madison hissed. Her eyes flared angrily, and dark magics began to gather at her fingertips.

"This just keeps getting weirder and weirder," Willow muttered. Catherine didn't reply; instead, she unleashed a deadly barrage of magical lightning directly at Willow. Willow leapt into the air and absorbed the attack with a hastily-summoned mystic barrier.

"Gonna have to do better than that," Willow taunted her.

"You do not want to make me mad, little lady!" Catherine screamed. She extended her fingers, and her nails suddenly grew long and razor sharp. She pointed at Willow, and the tips of her nails magically shot towards the younger witch, a rain of lethal projectiles ready to carve her to pieces. Willow simply waved her hand, conjuring a wave that shattered the projectiles before they could reach her.

"That all you've got?" Willow challenged, beginning to lose her patience. Catherine regarded her carefully.

"You're more powerful than I expected," she said after a moment. "I've not had such a challenge in a very, very long time…" Her mouth widened in an eerie smile.

"I'm going to enjoy this." Grinning, she floated higher into the air, a maelstrom of dark magic swirling around her. She cried out in some unintelligible language… and the ground suddenly tore itself open directly beneath Willow's feet. A massive hand, made of rock and earth, erupted from the ground and reached out to grab Willow. Unable to fly out of the way in time, Willow was caught by the hand, and cried out as its massive rocky fingers wrapped tightly around her in a crushing grip.

"Not so cocky now, are we?" Catherine taunted her. The breath being squeezed out of her by the massive rock hand, Willow couldn't answer.

"Now, where were we?" Catherine asked teasingly, an evil grin on her face. She gestured with one hand, and the gigantic hand around Willow constricted, beginning to crush her.

"Oh yes; you were about to start begging me for mercy…"


"You're slipping, chum!" William taunted, as he sent Angel flying with a vicious kick. Grinning, he pulled a long, sharp spike from his belt.

"Maybe I should just put you out of your misery right now!" With that, he dove at Angel, the gleaming spike descending in his hand. Angel grabbed William's wrist before he could make good on his threat however, an angry snarl deep in his throat.

"You really shouldn't play with sharp objects," he muttered. "Someone could get hurt!" Angel drove his knee sharply up into William's stomach. Then, still holding onto William's wrist, he flipped his adversary completely over his head, slamming him into the ground. Grabbing the spike from where it had fallen, Angel jammed it hard into one of William's shoulders, causing the younger vampire to cry out in pain.

"See what I mean?" Angel mocked him. William responded by quickly grabbing another spike from his belt and hurling it at Angel, before the older vampire could dodge out of the way. It sank deep into Angel's left leg.

"How do you like it now, mate? Feel good?!" William got to his feet and, grimacing, pulled the spike from his shoulder.

"You ought to respect your betters, 'dad'!"

"Look who's talking," Angel growled. William glared angrily at him.

"I'll show you who's the better around here!" Snarling, he leapt at Angel, smashing a knee across his sire's face, driving him back to the ground just as he was struggling to his feet. Reaching down, he yanked Angel up by his hair and struck him across the face again. Angel roared and tried to fight back, but the stake still in his leg was hampering him.

"Hurts, don't it?" William growled, noticing Angel's plight. "Here… let me show some real pain, old man." He rapped a closed fist against his chest, calling out something unintelligible as he did so. An unearthly yellowish light enveloped him, his eyes blazing with it, and the muscles beneath his clothes rippled.

"Like it?" William asked with a fierce grin. "Another one of those rewards for loyal service you were talking about. Care for a sample?" He leapt at Angel again, snarling fiercely, and smashed him to the ground with a bone-crushing backhand. He followed it up by pouncing on Angel, and then pummeling him with a series of powerful, repeated blows. William's sudden strength and ferocity caught Angel by surprise, and left him bloodied and bruised.

"See?" William taunted him again. "There's something to be said for being a team player. Now, if you don't mind… I really need to finish this." Drawing another spike from his belt, he held it over Angel's heart.

"Let me know if this hurts…"