Author's Notes:

I own nothing but my ideas. All characters and original plot points belong to Joss Whedon and his associates. Thanks to the authors who wrote BtVS and came up with wonderful dialogue and plots.


Buffy eyed Riley cautiously as he approached the crime scene where she was lurking, the stretcher with the victim's body between them. He looked hard as he crossed to her.

"Riley…" she began. "Look, the Spike thing, it isn't as totally tweaked as it looks". A muscle in his jaw twitched. "Okay – maybe it is – but there's an explanation that almost makes sense…"

"Maggie's dead," he said coldly. "You happy now?"

"Happy?" she repeated, shocked. "How can you say that? Of course not. How – who killed her?"

"That's classified. Although, I wouldn't be surprised if you knew something about it. You – or your husband".

"Spike's not -" she began, but he went on, over her.

"Forrest had some interesting things to say. About you. And Spike," he ground out. "So forgive me if I'm not believing anything you tell me at the moment. Considering you lied about there not being anyone else – and the someone else being a something else at that".

"I didn't lie. I… stretched. Things with Spike are complicated, and not at all what you think, or what Forrest thinks for that matter. You don't know what's going on, and seeing as I never promised you anything, I don't owe you an explanation. Especially not right now. Considering this," she said, waving her hand at the crime scene.

Riley stood there stiffly. "Look," she sighed. "I just want to find whatever did this and put the hurt on it. You know anything?"

He relented. "We think it was a Polgara demon. Maggie was… skewered… also, and we brought one of those in a few days ago. It's missing".

She cocked her head. "Polgara?"

"Big, ugly thing, long bone skewers in its arms".

Her face was set in stone. "Not for much longer".


When Riley found her at Willy's later, things weren't going much better. She had no clue where to find the Polgara, and just when Willy had started to tell what he knew about 314, Riley entered, looking worse for the wear. Buffy was first puzzled, then afraid, as he began to act more and more violently and erratic, completely unlike himself.

After refraining from shooting a woman, he slammed his gun on the bar, shaking uncontrollably. With an anguished look at Buffy, he cried, "What's happening to me?" and fled out the door.


Back at the hotel, Giles was pacing. "The research has been troubling. This demon we're dealing with seems highly atypical for a Polgara. The child it killed was mutilated, and there's no recorded case of a Polgara ever doing such a thing".

"Also - Polgaras have to eat about every two hours. Factor in the low I.Q. - and you've got a demon who's not very low profile," Anya added.

"So how come we haven't found him yet?" Buffy mused. "This doesn't seem right. Maybe – maybe we need to go into the Initiative. Find out what's really going on. Things seem to be spiraling out of control".

"How you going to manage that, luv?"

She considered. "I'll get Riley to take me".

"You think he would?" Willow wondered.

"Something's up with him too. I have a feeling he's going to want answers more than anything else right now".

She found Riley lurking outside of Lowell house in some bushes. He was shaking, pale, feverish, and he jumped when she touched his arm. "Come on. Let's go in. Get some answers".

He allowed her to lead him inside, and they went down together. Buffy put a finger to her lips as they moved towards the offices, but it was unnecessary. Riley hadn't spoken a single word to her.

They overheard somebody talking about Riley needing his medications, and they followed the doctor, slipping in behind him when he entered a classified area.

"Agent Finn!" the man exclaimed, obviously relieved to find his star agent. "Take this girl to the stockade immediately.

She rolled her eyes. As if Riley could take her anywhere on his best day, never mind in the condition he was in. "Riley. He can tell us what we need to know. About what killed Professor Walsh. And the boy that was killed".

She grabbed the man in a chokehold as he tried to move away, and when the doctor saw the soldier wasn't coming to his aid, he squealed, "It was the project".

"Project?" she queried. "314?"

"It – it escaped".

Buffy shook him, wanting more information, but Riley seemed to lose control. He attacked her instead, accusing her of being the one responsible for everything. She fended him off, trying to not hurt him. "Riley - stop. This is not about us. Everything we need to know is here. We just have to find out what was in 314 -"

A skewered body landed between them. They both looked up.

"Me," a hideous Frankenstein creature above them said. She gasped in shock as it continued. "I've been thinking... About the world. I wanted to see it. Learn it. I saw the inside of that boy, and it was beautiful, but it didn't tell me about the world. It just made me feel. So now I want to know about me. Why I feel. What I am". He leapt off the catwalk and landed in front of them effortlessly. Buffy's eyes widened, seeing the way he had been put together. "So I came home".

The monster slipped a disk into a hard drive in his body. "Interesting". He relayed what he had learned to them, informing them he was called 'Adam'. She and Riley listened, horrified at what he said, and eventually it became too much. Together they took Adam on, without success, and he left through a vent, completely unharmed.

The battle left Riley shaking on the floor, clearly in trouble. Buffy took his hand. "Are you okay?"

At that moment Forrest and Graham arrived with other soldiers, cutting off Riley's reply. Forrest made to close in on her, but she stood and pointed to the vent. "You've got a demon in there. It looks like a man, but it was… made. Out of parts".

"Right. And you just happened to be in the neighborhood. Your vampire not enough for you anymore?" Forrest sneered.

"She's telling the truth," Riley coughed wetly. "I saw it. It needs to be stopped. Go".

"He needs a hospital," she gestured at Riley, panicking, as several of the men moved off after Adam. Forest and Graham remained behind, along with a few other men.

"Back off. We take care of our own around here. You're not welcome. Understand?" Forrest threatened.

She reached for Riley again, and found herself staring down several rifles. Forrest nodded to one of the men. "Escort her to the stockade". He gave her a cold look. "I'll deal with you later".

Riley spoke up with difficulty. "Let her go, Forrest. That's a command," he added, as his friend seemed disinclined to obey.

"Yes sir," he said to Riley, seething with resentment. "This isn't over," Forrest whispered in her ear as the MP led her away.


"This is too much," Buffy complained to the group as they assembled in Giles' apartment. "Adam – he's killing more and more. Demons, people, anyone. And I don't think those Initiative friends of Riley's have forgotten about me either… I can't fight Adam and the Initiative. Never mind the major English assignment I have due tomorrow".

"You know I'm here to help you, pet," Spike reminded her.

"Which part?"

"Any. All. I'm at your service".

She appraised him. "It is a poetry class".

He gave her a pleased smile. "You took a poetry class?" At her embarrassed nod, he added, "Well, let's you and I tackle that first. It won't take any time, then we'll go out and have another look around for this Adam bloke".

"He's not just a bloke, Spike. I've never seen anything like it. I couldn't even touch him".

"Yeah, but you and me together, bet we make a great team, luv". She stared at him, their eyes locked together.

"And what are we? Chopped liver?" Xander cut in.

"No!" She continued more softly. "I'm going to need everybody with me. That thing has to be put down".

Buffy turned as a male voice queried, "What about me?" Riley stood in the open doorway. Spike stiffened, and she put a calming hand on him.

"Thought you'd be off with your other chums, trying to catch the monster you unleashed on us all," Spike snarked. "Which, if I were still evil, I'd be congratulating you on. Wanker".

"Enough," she told him. To Riley, she said, "I think we all want the same thing. To stop Adam. I can use your help, if that's why you're here".

Riley and Spike were glowering at each other, and Riley looked away first. "I'm not so sure I'm here to help him," he nodded at the vampire. "But the enemy of my enemy and all that. I'm warning you though," he threatened Spike, "give me any reason, and I'll be putting you down".

"I thought I made it clear before. Only I kill him. He's my…"

"Husband?" Spike offered.

"Responsibility," she corrected severely, giving him a look. "Don't make me stake you". She pulled out her homework. "And right now you promised me help with this". She set him at the table with the assignment. "Read that over, I'll be back in a minute".

Spike narrowed his eyes at her as she went to Riley and led him outside, but he stayed put.

"Thanks," she told the still-recovering soldier as they sat on the far side of the courtyard. "For accepting Spike".

"Oh, I'm not accepting him. Not at all. But you said you had an explanation, and I'm going to trust you do. I've had days to think it over, and I think I know you, Buffy. You're a good person. I have to believe you'll do what's right".

She studied him. "What changed your mind?"

"I thought everything was clear. Black and white. But it turns out maybe we weren't the good guys after all. Maybe we're the bad guys. I don't understand. So I'm… reassessing what I know".

He took her hand. "It's complicated. And painful. I don't know who I am anymore. But I think I know who you are, what you stand for. And that keeps me going".

Blushing, Buffy said, "Don't. I already have a vampire who looks to me for who he is. I can't have you doing it too".

"And the story behind that…?"

"I'll tell you. Someday soon, I promise". She stood and put a hand on his shoulder. "I'm glad you're better. I was worried about you". There was a noise at the top of the stairs, and she went to investigate, but didn't see anything. Buffy slipped back inside, Riley following behind, and sat at the table with Spike as Riley joined the others on the couch.

"Bit distracting here, luv," Spike said with a glance at the couch. "How 'bout we go somewhere quieter?"

As she stood, the phone rang, and Giles answered it. "Buffy," he held it out, puzzled. "It's for you".

She took the phone, and listened to what the caller had to relay. Hanging up, she ran her fingers through her hair and sighed deeply.

"What is it?" Giles asked. All eyes were on her.

"Faith. She's awake". She sat back down heavily. "Beat somebody up, took her clothes, and disappeared out of the hospital. Nobody knows where she is".


Buffy was curled up next to Spike on the sofa in his crypt, writing furiously as he spoke. The news of Faith's awakening qualified for the worst-timing ever award, as Xander had said, but there hadn't been much else she could do until she found the other Slayer.

Meanwhile, she had a major assignment due tomorrow, and Spike was helping her. She wrote down his last statement and read it over. "Thanks. Now I just need to make some sense out of it all and type it up. You're a godsend".

"Don't know if I'd put it that way, pet," he said, pleased. "You like your class, then?"

"I do. Once upon a time – before you screwed up my life – I would have hated it. But it's… not as hard as I thought. Or as boring".

He tipped his head and smiled at her. "Well then. Glad to know I can be a positive influence in your life".

"Ironic, isn't it?" she laughed. She stood up and tousled his hair. "Thanks, Mr. Pratt. You've been very useful".

With sudden speed, he pulled her onto his lap and nipped her earlobe. "I could be useful in other ways too. If you let me".

She wriggled against him, tempted. The stress relief alone would be worth it. And now that she knew just what she was resisting…

Laying her head on his shoulder, she took a deep breath. "I want you. I'm not going to deny it. You're… incredible. Very hard to resist". She walked her fingers up and down his shirt. "But, I've been thinking about this. Since – the Bronze. I don't want it to be… just sex. And I'm not ready for the other. There's a lot of… well, trust issues, what with you being a sort-of evil vampire and all".

"Buffy". His voice rumbled through her. "You make me remember what it is to want to be a good man. I know… I know I've done evil, but those days are behind me, I promise you".

She held herself still, wanting to believe him, knowing she still wasn't ready to make that leap.

Spike took her hesitation as an invitation to continue. "Baby, you know I love you. Just want to make you feel good. Keep some of my other promises to you, Mrs. Pratt". His hands were slowly sliding down her back, burning through the thin fabric, weakening her resolve.

She got up, away from temptation. "I know you do. I believe you. And I care about you. But I don't… love you. Not the way I want to love a – a boyfriend. I just – can't. You know that. And if we do this anyway…" she shrugged helplessly. "It would be wrong. I would be using you, and it would kill me. Kill whatever is good between us. I want that goodness more than I want… you know".

"Bloody hell. I don't know how you humans do this. All this worrying and guilt over nothing".

"It's tricky. But important to me".

Spike blew out a pent-up breath. "And I suppose I wouldn't love you otherwise. Screwed-up vampire that I am".

"We're a pair aren't we?" She'd packed her bag and moved to the door.

"Wait. Please? Got something I meant to give you the other day, but things were a little crazy". He went to his fridge and pulled out a large heart-shaped box.

"Did you – are these chocolates?"

"Well, yeah. For Valentine's Day," he mumbled sheepishly, scuffing at the ground with his boot.

"Chocolate. Exactly what I needed after a day like today. You're the best". She stood on tiptoes and kissed him on the cheek. "You're winning lots of points tonight. Doing things right. Just… so you know. In case you were wondering".

"Yeah?"

"Yeah".


A/N: The noise Buffy investigates while talking to Riley? Faith. In the show, she peers in the window at the assembled Scooby gang, but unless you remember that, you probably won't make the connection... and I'm trying to avoid viewpoints other than Buffy's/Spike's.