Giles' eyes flutter open to see Willow, sad yet hopeful standing over him. With a shy smile she waves and mutters, "Hi."

He reaches for his glasses on the nightstand, the book still draped over his torso.

"Good morning, Willow."

He removed the book from his lap marking the page and begins to get out of bed. Willow makes no motion to move. "Um...can I help you?" Giles says.

"Oh I-uh (snapping out of it) um..it's just good to see you-(distracted) again. Even if it is for-" Her eyes tear up and she runs from the room crying, "Oh G-d, Buffy!" A sad sigh escapes from Giles and he begins to ready himself for the day.

Giles slowly thumps down the stairs still rubbing extra water out of his hair with a towel. Xander smiles sadly when he sees him. "Hey G-man," Xander says in a pathetic attempt at normalcy. It's clear to the watcher that the young man's heart is breaking. Willow looks up from her untouched cereal she had been stirring and stares at Giles, silently pleading to end her suffering. The gaze is so intense that Giles must turn away. He cleans his glasses, throws the towel to the side and stands before the table. Then he asks the inevitable.

"Who,-who did this to her?" He asks painfully, almost whispering.

"Spike," comes the tear filled reply from Willow, "Spike."

The blood boils inside of the weathered man's veins. His tired expression turns to hate. Ever since Buffy came back Spike had been able to hurt her but he never imagined that he would-

Xander and Willow notice the pallor of Giles and quickly offer him a chair. Not too soon as his tall body collapses on the seat. The chair creaks in anger. Giles thinks about all the times they had helped Spike and how he had even let him stay in his apartment. The blood in his veins grows hotter and hotter. His hands make unconscious fists. His nails begin to dig into his palms, blood oozing from the tiny cuts.

"We-we have to stay calm-" Willow stutters, knowing immediately by the Watcher's reaction that she had said the wrong thing.

The true thickness of his accent comes out in his words. "Calm-CALM? My enti'a life has to be devoted to one slay'a, one blo'ody chosen one, that I must teach, I must watch, I MUST PROTECT..ONE! How can I poss'i'bly stay calm?"

He thrusts the chair at the table and stomps out of the room.

"Was it something I said?"

Xander glares at her. "Now is not the time for jokes, Will."

"Oh but two minutes ago was?"

"That was different."

"How was it-"

The loud bang of the front door prompts both of them to give chase.

The earth shattering crash of the mausoleum door wakes up Spike from his slumber.

"Bloody hell, hold on."

The overcast day gives Spike a little comfort. However the brightness still blinds him. As he recovers from his temporary blindness, he is aware that he is no longer alone. The huge mausoleum door swings shut and Spike notices the tall, built form of Buffy's ex-Watcher.

"Ah if it isn't my old pal, what brings your retired rear back to Sunnydale." The answer, through clenched teeth, shows all the emotion Giles tried to hold back. "Why did you do it?"

Spike feels bad for the poor helpless old man for a moment, but his hunger gets the best of him and he lunges at Giles. With all the angry strength Giles had been building up he easily throws Spike against the wall.

"Let's get this straight. You're a vampire, you killed my slayer, and I'm not your friend." Giles begins to choke him and seems to be getting a perverse pleasure out of it when Xander and Willow come crashing through the door.

"Giles, stop!"

Giles swings his fist behind him and plants it sternly in Spike's soft flesh. An audible crunch can be heard as Spike tumbles to the floor, blood gushing from his nose. Giles turns away, gritting his teeth together and begins to breathe hard. He stomps from the mausoleum shaking the foundation of the building as he slams the door behind him.

"That watcher's a loose cannon. You might want to rope him in." Spike says rising from the floor still clutching his nose. Xander reaches up and squeezes his hand to Spike's nose.

"You might want to watch your back. There's no protection this time Spike." Without another word he and Willow dash out and Spike is left to bleed on the floor. His face morphs into that of the vampire and he snickers softly. "Oh good. I always love a good kill."

He laughs and walks into the dark, dank area where he sleeps.

Once outside Willow chases Giles down and grabs his arm, spinning him around. "Giles?" Willow ask helplessly.

Giles' eyes soften and he unclenches his jaw. He brushes his hand against the side of her face and offers her a slight smile.

"Everything will be alright, I promise." He says and briskly walks away.

Willow watches him walk away and mutters under her breath, "I hope so."

Xander walks up to Willow. "Wow did a cold breeze just blow through here or what?" He can tell by her reaction that what he had said was highly inappropriate.

"Ok so we're even." Willow starts to walk back toward the Summers home. Xander chasing after her yelling, "Will, hey wait."