Author's Note: I know Chapter 53 and 54 are not actually a two parter but they do go together since 54 starts moments after 53 does.


Chapter 54: Sleeper

At the Halliwell House… Willow urgently pushes through the front door into the darkened house. "Buffy!" She starts up the stairs when she hears…

Piper stands and moves away from Dawn, "She's not here, Willow."

Willow looks at Piper, "Did something happen? Where's Dawn?"

Dawn is sitting against the couch with Phoebe and Paige hugging her.

Piper nods, "Something happened. Good thing Buffy bought this house. Paige saw the windows blow out…" Willow looks at the windows. "Oh Paige cast the vanishing spell that's why the house looks like Dawn wasn't fighting something evil."

Dawn nods, "I saw Grandma."

Willow blinks, "What?"

Dawn nods, "She was here, Willow. We saw her. And... And she spoke to us..."

Willow's eyes narrow with understanding. "Oh, Sweetie..."

Dawn nods, "She was right here. And then she wasn't. She-"

Willow looks at Piper and then kneels down next to Dawn, "It wasn't her."

Dawn stops and looks at her. "W-what?"

Willow sighs, "At least, I don't think it... I saw something, too. And it looked like... Someone else. But it wasn't..."

Dawn frowns, I don't understand..."

Piper shakes her head, "Willow who did you see?"

Willow looks up at Piper and mouths, "Tara."

Piper's eyes go wide.

Willow looks back at Dawn, "It's the bad thing, Dawn. The one we knew was coming."

Dawn thinks about it, working it out in her head. "But... That's what she said. Grandma. She said things were coming. Things were on their way and..." She stops herself, and then sees Willow looking at her expectantly. "And that she loves us. So it had to be her, right? I mean, her warning was true?"

Willow looks between Dawn's aunts and sighs, "I-I don't know, Dawn. I'm just not sure we can trust anything right-"

Dawn nods, "So maybe the evil thing messing with you was here, too. Only maybe it was the thing trying to keep Grandma away... 'Cause she was trying to protect me." She peers up at Willow, almost pleadingly. "Maybe?"

Willow can only look at her, other concerns on her mind.

Buffy enters through the front door, "Dawn, I'm home."

Piper nods, "We're in here, Buffy.

Buffy enters the living room and sees Willow and Piper sitting on the couch and Phoebe and Piper huddled with Dawn on the floor. "Hey Piper, is something wrong? What happened?"

Willow sighs, "This Big Evil that keeps promising to devour us? I think it started chomping."

Buffy frowns as she looks at from her sister to Willow, "Oh, god... and it started with Dawn?!"

Willow shakes her head, "Both of us. Buffy... this thing knows us. Made us think we were talking to people we knew. Mine looked like Tara, but Dawn saw..."

As Willow's voice trails off, Buffy's eyes narrow. "Dawn saw what? Willow, Piper, who did she…"

Piper nods, "Your mother."

Buffy reacts, sad. Angry. "Dawnie..."

Willow nods, "Buff. This thing. It had me for a while. Before letting loose with all the, you know, pulse-pounding terror. But before that, the lies were very... convincing. It seemed real."

Buffy thinking, "Lies..."

Willow nods, "To confuse us, maybe. Mess us up. Or maybe just to be cruel..."

Buffy sighs, "A vampire I killed last night told me Spike sired him. Two nights ago."

Willow looks at her. Even more real fright. "Well... That's impossible, right? It's another fake-out, you got one, too. Wasn't a real vamp-"

Buffy shakes her head, "Dusted real enough."

Piper nods, "Buffy, do you really think Spike is-?"

Buffy shakes her head, "I don't know... I really hope not." She looks at the floor, deep in thought. "But if I'm wrong... And he is. Then I've got to see it for myself." She looks up at Willow, with steely determination. "To put him down. I've got to be there to stop it. Is he here?"

Piper shakes her head, "He hasn't come in since we orbed over."

Somewhere in San Francisco…

Spike, a detached expression on his face as he continues to hum a tune until he slowly glances over at something and abruptly stops digging.

He looks at a dead girl, propped up against a wall; blood caked down the bite wounds on her throat, her unfocused eyes half-open.

Spike goes to the girl and picks her up by her shoulders, bringing them face to face, her limp head dangling to the side. If he regards her at all, it's only for an instant before he pivots and unceremoniously, tosses her lifeless body down into the shallow hole he's dug.

The dead girl lands hard with a sickening thud, her limbs twisted at awkward angles...

Spike pulls the shovel out of the mound. Then, as he proceeds to bury the corpse, he begins to hum again.

At the Halliwell House… Phoebe, Paige and Willow have taken Dawn upstairs to bed. Piper and Buffy are in the living room talking.

Piper shakes her head, "I don't get something though. Why would a vampire lie about who sired him? What's that, some kinda status symbol for the undead – My sire can beat up your sire?"

Buffy shakes her head, "I didn't say I don't believe it."

Piper nods, "You just don't want to." Buffy glances up at her, the pain in her eyes cementing the truth of that. "Okay, let's look at this objectively."

Buffy nods, "Spike can't be doing this, Piper. He couldn't if he wanted to."

Piper frowns, "Why not?"

Buffy nods, "Well, for one thing, pain chip, remember? He can't hurt anyone."

Piper shakes her head, "Didn't stop him from..." Buffy sighs and nods. "Maybe the chip's not working anymore."

Buffy shakes her head, "It's working. I've seen it."

Piper nods, "Is it? Or is that what Spike wants you to think?"

Buffy looks at Piper. "You think it might be an act?"

Piper sighs, "I don't really know. And neither do you."

Buffy thinks, shakes her head and looks off. "No, there's something... He's different. Changed. I feel it. If it's an act, then the Oscar goes to..."

They hear the door open and spin around to see Spike entering. He sees Piper. "Well, this can't be good. You being here at this hour. Trouble?"

Piper frowns, "Trouble..." She looks at Buffy.

Buffy shakes her head, "No trouble. We were just... We were, Uh..."

Spike wearily shakes his head and closes the door behind him. "Right, none of my business. No worries." He turns away and starts to move to the stairs.

Buffy takes a step toward him. "Spike..." Piper subtly puts a hand on her arm, cautioning her. Spike stops and turns to look at her. "Um... How was your night?"

Spike shrugs, "S'alright." A beat passes between them before Spike shyly attempts to enjoin her in conversation. "And... yours? Bag any baddies?"

Buffy nods, "Just one. Vampire. Used to be someone I knew. A little. His name was Holden. Holden Webster."

Spike looks at Buffy for a moment, then, approaches her. He gets to her and eyes her with genuine empathy. "Knew him, huh. That musta been a picnic."

Buffy eyes him a moment before shrugging the notion away. "Yeah."

Spike nods sympathetically. After an awkward beat. "Well... I'm qonna turn in before I drop. 'Night." He goes upstairs.

The next morning… Buffy stands glancing out the window of the manor.

Paige frowns, "You want me to watch him?"

Buffy nods, "Yes. Just call me and let me know when he goes out. I've told Dawn to stay in Sunnydale after school tonight. She took Willow with her."

Paige nods, "I can do that. Good thing I didn't have a temp job lined up today." She orbs out.

That night Buffy stands outside her house in the shadows watching the front door. Buffy's phone rings. She answers it. "Yeah? Got it. I'm on it. Thanks." She hangs up.

Buffy sees Spike come out of the house.

Spike crosses the street, free and alone, the cocky saunter slowly coming back into his stride as he goes...

She follows him downtown into a crowded outdoor mall. A street musician plays the harmonica, his hat filled with coins and a few bucks.

Spike saunters through the crowd, slipping past pedestrians with ease, never stopping but never rushing... Like a shark. His eyes always moving, checking out the people passing him by...

Abruptly, the Musician stops playing. Waits a beat. And starts playing "I'll Be Seeing You."

Spike passes by the harmonica player, and without even noticing it, picks up the tune, humming it blithely to himself. Spike passes out of frame as Buffy enters, not far behind him, just enough distance to stay out of Spike's sight.

Buffy watches Spike slip in and out of the people-traffic, weaving seamlessly - until he spots something.

Buffy watches, alarmed. She moves toward Spike. She finds herself behind a group of loitering teens, clumped together, blocking her view, taking up the sidewalk, barely moving - they have no idea they're even in the way. Buffy moves one way, then another, finally maneuvering around the group.

Buffy finds Spike as he gets to the line formed outside a dance club.

Spike blends in with the crowd. Buffy watches as he touches a girl lightly on the shoulder. She turns to face him. He smiles.

She smiles. Buffy keeps moving to them. And suddenly stops short. A vendor has pushed a food cart directly in front of Buffy's path. With mounting tension, she moves around, keeping an eye on Spike.

Spike chats with the Girl. She laughs. She leans into him, flirtatiously...

Buffy moves forward with purpose, the path finally clear. When suddenly, from behind, a hand grabs Buffy's shoulder. She spins around, tense, sees an unflinching policeman, and he's suddenly around her, blocking her view of - and her access to - Spike.

The Policeman nods, "You sure do walk fast."

Buffy smiles, "I'm sorry." She sidesteps, getting Spike back in her POV, but the policeman won't let her leave.

The Policeman frowns, "Been trying to catch up to you since that last intersection there. The one you walked across. Without the benefit of a crosswalk."

Buffy, still watching Spike, speaks to the policeman distractedly. He's writing in his ticket pad now. "What?"

The Policeman nods, "Jaywalking. Now, normally I'd give you a warning-"

Spike is nods his head to the girl, the girl nodding back, Spike takes her by the hand, leading her away from the crowded club line. Buffy interrupts the cop, her tone impatient. "It's okay. Give me the ticket."

The Policeman nods, "You realize you crossed about twenty feet in front of a moving vehicle."

Buffy nods, "Seriously, it's fine. Just give it to me. Officer." She looks again. She can still see Spike and the girl in the crowd - but they are moving away quickly.

The cop hands her the ticket and Buffy moves to go, but he stops her. Holds out a pen. "Not so fast. Address and signature."

Exasperated, Buffy frantically grabs the pen and scribbles her information as quickly as possible. She murmurs, "You've got to be kidding me..."

The Policeman frowns, "You know, I don't like your attitude-"

Buffy glances into the crowd again. Nothing. No Spike. She shoves the pad back into the cop's hands. "Yeah, I've been saying that about me for years..." And she bolts.

The irritated cop looks after her, decides to let it go.

She desperately scans the crowd for any sign of Spike and the girl. But they are nowhere to be seen.

Buffy, a bit more frantic, picks up her pace, moving into the crowd. She starts to run, knowing that time is running out, faster..."

In an alley… Linda smiles, "Am I right? Are you a bad boy? 'Cause I don't mind. I was getting kinda bored of waiting on line. I hate waiting." She nuzzles his neck. Kisses it. Spike nuzzles back, burying his face in her neck, gently. "Know what I mean?"

Spike smiles, smelling her. He's starting to breathe a bit more heavily, anticipating, blood-lust building... When he stops cold, the look on his face changing.

He sees there in the alley, facing him, stands Buffy. Arms folded, game face on. "Evening, Spike."

Linda doesn't see her, Won't see her through this whole scene.

But Spike does. He tenses, pulls hack. "Buffy?"

Linda, confused, annoyed, pulls away, too, stares at Spike. "No. Linda. Who's Buffy?"

Buffy focuses on Spike, speaks just to him. "You know you want it." She leans in to Spike's ear, seductive. "And you know I want you to."

Linda frowns, "Um... is everything...?"

Spike goes vamp-face. Linda freaks. She screams and struggles. But to no avail, Spike's holding her now. He sinks his teeth in her neck. Buffy watches and smiles as Spike gulps at the girl's neck. Spike lifts his head, mouth a bloody mess, out of breath, looking to Buffy for approval.

Buffy tilts her head and tenderly whispers to him, "There's my guy."

Spike smiles insanely, the rush of fresh blood coursing through him, knowing this is right, and dives back into his victim's neck with growling animal abandon.

Back in the pedestrian mall… Buffy still walks amidst the throng of people, looking very much alone despite the crowd. She looks around, searching for anything...

In the alley… Spike's face buried in Linda's neck.

The First, in the guise of Buffy, looks on with a self-satisfied smirk. "Now, doesn't that feel better?"

Spike raises his face from the girl's neck, his mouth is red with blood. He looks up at Buffy/First, bewildered, and lets the girl fall, dead, from his arms - he's past even noticing. He turns, almost drunkenly, and stumbles away

Buffy/First morphs into Spike/First, "I'll be seeing you."

At Halliwell House it's about 4:30 AM.

Spike is asleep on his bed. He lays face-down diagonally on top of the covers, shirtless and with bare feet, but with his pants still on, as if he fell onto the bed exhausted as soon as he came home. He wakes with a start when Buffy bursts into the room.

Buffy's angry, eyes flashing, ready for a confrontation. "Did you kill her?"

Spike waking, "What?"

Buffy frowns, "The girl. Last night."

Spike gets to his feet slowly. "What girl? What are you talking about?"

Buffy nods, "I caught the first act. Missed the curtain. Did you kill her? Turn her? Is she one of your kind now?"

Spike shakes his head, "Did you... Are you following me?"

Buffy sighs, "Answer me, Spike. Where's that girl?"

Spike's blown away by the accusation. Upset. "Who knows? I talked to her, is all!"

Buffy nods, "Looked like more than talking-"

Spike sighs, "Well I sure as hell didn't off her. Where are you getting this? You know I can't -"

Buffy nods, "Right, the chip. But-"

Spike exasperated, "Not the chip. Not the chip, damn it - You honestly think I'd go to the end of the underworld and back to get my soul, and then start killing again? Buffy - I can barely live with what I did when I was William the Bloody. It haunts me. All of it. You think I'd add to the body count now, you're crazy-"

Buffy shakes her head, "So you just troll the promenade for drunken co-eds because you're hungry for conversation."

Spike's expression changes. He gets it now. "Is that what this is. Right..."

Buffy frowns, "What?"

Spike nods, "You're jealous."

Buffy shakes her head, "Don't play games, not now-"

Spike nods, "You saw me chatting up a bird, giving the eye to someone else? Struck a nerve, did it?"

Buffy frowns, "Don't flatter yourself-"

Spike nods, "It burns, huh? But you can't admit it, so you trump up some story about me being back on the juice-"

Buffy shakes her head, "It's not a story! This vampire I killed, he told me-"

Spike pained, "Told you what? That I go out? Yeah, I talk to people, women. I talk to them because I can't talk to you."

Buffy frowns, "Spike-"

Spike nods, "And as daft a notion as "Soulful Spike the killer" is, it's nothing compared to the idea that some other girl could mean anything to me. This chip is something they did to me. I couldn't help it. But the soul I got on my own. For you."

This stops Buffy. "What? For me?"

Spike nods, "And everything I felt, feel - it only cuts deeper now. I pass the time with someone... That's all it is - time. God help me, Buffy, it's still all about you."

Buffy is clearly thrown now. Moved. Upset. His emotion seems so genuine. Still, she presses on. "Spike. This vampire told me you were his sire."

Now Spike looks thrown. "That doesn't mean-"

Buffy nods, "He said you killed him last week. Dumped him in a parking lot somewhere."

Spike frowns, "And you believe him? Vampires, not notorious for their honesty-"

Buffy nods, "I did follow you last night. You didn't look casual. Or lonely. You looked like you were on the prowl."

Spike shakes his head, "You can't know that-"

Buffy nods, "So what were you doing? Just tell me. You picked up that girl. Then what?"

Spike shakes his head, "We talked. That's all I remember."

Buffy nods, "All you remember?"

Spike exasperated, "I don't know - the nights... I go out. I talk to people. Or I don't. It's boring. It all bleeds together."

Buffy shakes herhead, "So if you forget so much-"

Spike shakes his head, "Not that. The taste of human blood? That I'd remember-"

Buffy nods, "Spike. You were camped on the Hellmouth talking to invisible people. Recently. How can you be sure what you've been-"

Spike cuts her off hard, "No. You're wrong. You've got an accusation from a pile of dust – and not a shred of proof."

Buffy nods, "So I'll get some."

Spike sighs, "And if you don't? What's it going to take to make you believe in me?"

Buffy doesn't have an answer for this. They regard each other for a charged moment. Then she takes off.

At the Manor the next day. Buffy, Willow, Dawn and Piper are assembled in the living room for a big research and pow-wow session. Willow is on her laptop.

Buffy paces, in a dark mood. "Guys, find me some evidence that he did this, okay?"

Piper sighs, "Really? Is that what you want?"

Buffy frowns, "Or find me some proof he didn't. I don't know."

Dawn sighs, "You only think Spike is turning people because that vampire told you so, right? But that night... I mean, we were all told stuff that wasn't true."

Willow nods, "Maybe."

Dawn frowns, "What? What maybe?"

Willow sighs, "Just because those weren't the spirits of, you know, our people... just because they were some evil thing, it doesn't mean what they said can't be true."

Dawn shoots a wary look at Buffy... thinking about what Joyce told her.

Buffy sighs, "We can't assume anything. We need hard facts."

Piper nods, "Well, if Spike is biting people then there should be more dead people with bite marks. We can find that."

Willow shakes her head, "No."

Piper frowns, "No you can't find or no there isn't any?"

Willow nods, "I mean, no, there's not really an increase in neck injuries, but..."

Buffy frowns, "But?"

Willow nods, "Missing people. Maybe eight, oh, ten of 'em. No bodies, they're just... missing, mostly young, lotsa girls..."

Dawn is shaken by that, harder than you'd think, taking it as confirmation that the "ghosts" were talking true. "So it's true? What the vampire told Mom turned out to be true."

Buffy sighs, "Maybe. But it still doesn't prove its Spike. Right now, he's still the only one knows who for sure."

That evening back at the Halliwell House…

Spike enters, walking fast, man on a mission. Paige is watching TV. Spike heads for the door.

Paige is on her feet, lunging for tile door. She barely manages to get there and block Spike. "No, no. You're not going out."

Spike nods, "I have to go."

Paige shakes her head, "Buffy was very clear about you not leaving."

Spike nods, "I know what the Slayer told you. It's not true. Let me go and I'll find a way to prove it."

Paige shakes her head, "Okay, I'm gonna list the reasons that won't happen. One-"

Spike leaves Paige with a punch, knocking Paige out. Then he grabs his head and yells from the chip-induced-pain. As he recovers, he steps over him to open the door. He exits.

At the Manor short time later Paige orbs in. She is holding an ice pack to her jaw. "Spike's gone."

Buffy frowns as she looks at the ice pack, "He hit you?"

Paige sighs and nods, "Knocked me out. He's been gone at least a half-hour."

Buffy frowns, "Any idea where he was headed?"

Short time later Buffy is at the club where she lost Spike the night before. She walks up to the bouncer.

The bouncer smiles, "Sweetheart, you wanna go on in? Go 'head."

Buffy shakes her head, "I need some help. I'm looking for this guy - bleached-blonde hair, leather jacket, British accent, kinda... sallow, but in a hot way -"

The Bouncer nods like he's been asked this question before. "Yeah, yeah, I know the guy – Billy Idol wannabe?"

Buffy nods, "Actually, Billy Idol stole his look from... Never mind. Has he been here?"

The Bouncer hesitates. Looks at her with some sympathy. "This guy... he your boyfriend or something?"

Buffy shakes her head, "No. I just need to find him. As soon as possible."

The Bouncer nods, "Yeah, he comes here a lot lately. Always leaves with a different girl." He shrugs. "Chicks like Billy Idol."

Buffy takes this in. "How many girls?"

The Bouncer mistakes her concern for remorse. "Look... this guy. This "not-your-boyfriend" guy. I'd lose him if I were you. He's a real player."

At P4… Spike walks to the area backstage with the payphone, looking shaky and scared. He passes Aimee Mann, who's walking the other direction and talking to her bandmates.

Spike walks over to the pay phone and makes a call. "It's me. I... I'm seeing... I think I remember... I think I've done some very bad things."

Buffy on the phone, "Where are you?"

Spike sighs, "I need... I need to see you... There's a house. 634 Hoffman Terrace."

Buffy on the phone, "I'll meet you."

Spike hangs up.

Spike/First is standing next to him, looking on. "You weren't supposed to do that." Spike looks at him, with dull recognition... too weirded out to react. "Not time yet, not nearly. You're goin' against the plan. But we can make it work."

At 634 Hoffman Terrace… Buffy enters through the creaky unlocked front door of the house into a dusty living room. "Hello? Spike?"

Buffy walks through the room, full of slightly old decor. A plate of dusty cookies and a tea set are sitting out on the coffee table, as if tea was interrupted days ago. A hungry looking cat is hunched over the cookie plate, eating.

Buffy is looking back at the cat as she moves farther into the room. When she turns her head back to the front again, Spike is directly in front of her.

Spike nods, "I did some bad things here."

They make their way downstairs in to the basement.

Spike nods, "Down here." He looks back up the stairs. "You won't come down? I understand. Risky proposition."

Buffy hesitates at the top of the stairs. She slowly follows him down. She holds a stake. As she comes down, the First, still looking like Spike, joins Spike at the bottom of the Stairs.

Spike/First smiles, "There's an order. Slayer's not in order. But it doesn't hurt to play. Get your claws in the mouse, y'know?"

Spike mutters at the First through clenched teeth. "You're not here."

Buffy arrives at the bottom of the stairs. She looks at Spike, clearly not seeing the First standing next to him. "All right. So what do you need to show me?"

Spike nods, "I've... I've been remembering. A girl. I walked her home. The one you saw. And the one before that..." The First steps back, behind Spike, letting them talk. "And I think I killed her. And I think I... I think I killed the lady that lived here. And, and there might be others..."

Buffy frowns, "Spike."

Spike sighs, "Over here. I think I buried them here." He moves to a corner, revealing a disturbed area of dirt, a shovel leaning against the wall...

Buffy frowns, "Oh God, Spike. Why?"

Spike looks at her, frustrated. "Well I dunno, do I? Don't even know how. I shouldn't be able..."

Spike/First sings, "I'll be seeing you in all the old familiar places/that this heart of mine embraces..."

Spike breaks off, listens to the song.

Buffy frowns, "What is it?" Spike turns away from her, looking back toward the First, who continues to sing. When Spike looks back at Buffy he's in vamp-face. He lunges at her! "Spike!"

The First stops singing now, the damage done.

Spike wrenches the stake from Buffy's hand and throws it away viciously... It crashes into one of the shelves, breaking jars.

Buffy backhands Spike across the room. He's up and he's holding a big pointed shard of glass from the broken jars. "What are you doing?"

Spike dives at her, slashing with the glass. She throws up a defensive arm, and he cuts her - upper arm, near the shoulder.

Buffy grabs him and slams him to the ground. They grapple there. An even fight. "Spike. Listen to me. You don't want to do this."

The First watches, relaxed and amused. "And it's just about to get fun..."

Buffy and Spike are still tangled in battle on the floor when she looks over to see a hand bursts through the cellar floor. A vamp sits up, the dirt of its makeshift grave rolling off it. The ground nearby shifts and cracks as others come through. "Oh god."

Buffy slugs Spike, snapping his head back and stunning him long enough for her to untangle herself and leave him where he is. She makes a dash for her stake, which lies against the wall.

Four vamps are out of the ground now. They surround Buffy, preventing her from getting to her stake. She's braced, looking at the phalanx of vamps. "How many are there? Spike, how many did you make?"

Spike sits up and looks, dazed, at what's happening.

The First bends over toward Spike. "You know what I want you to do."

Spike stands up, zombie-like, and joins the other vamps in the ring around Buffy.

The ground continues to shake as two more vamp struggle to break through.

Spike watches as a hand breaks through the dirt.

Buffy punches one of them, spins and levels another with a kick.

The remaining vamps close in. She throws them off with kicks and punches.

Spike is in the melee, attacking with the rest of them.

Eventually two vamps grab her from behind, holding her arms. She kicks and struggles.

Spike stands their watching.

The First is right at his ear. "They're waiting for you. Taste her, take her, make her weak."

Spike steps toward where Buffy is held, struggling, between the two strong vamps. Spike bends over Buffy even as she keeps struggling. "Spike! No!"

Spike notices the blood on her arm where he cut her. He bends over further, licks it, tasting it... He closes his eyes, reacting to her blood.

Spike/First smiles, "Help your children."

Spike looks to Buffy, "I remember." He is still at Buffy's neck. He pushes back from her, diving to one side, rejecting the whole scene. He collapses against a wall, pulling himself in as small as he can, lost to the world...

Buffy ducks to the ground, breaking the grip of the vamps who hold her. She flails out with one hand, manages to grab a shovel.

She beats at the vamps brutally with the shovel... driving them back. With one fierce blow the shovel part snaps off... leaving Buffy with the handle... That's one big stake.

Buffy pivots and lunges with the huge stake. She takes out one vamp, a second... they dust around her.

Spike is still curled into his fetal ball. The First is at his ear. "You failed them Now she's gonna kill you. You lose, mate."

Buffy stands in a swirl of vamp-dust. Only one vamp is left, partially out of her grave... A hand protrudes.

Buffy grabs the hand, pulls the vamp up - it is an older lady vamp. She stakes her. "Sorry, ma'am. It's my job."

Buffy turns around, looking for more trouble. But all that is left in the room is Spike, huddled against a wall, broken. Buffy, still holding the shovel handle, goes to him. The First is nowhere to be seen.

Spike nods, "Do it fast, all right?" Buffy stands, coiled and emotional, still holding the handle, over Spike, looking down at him. "He said you'd do it." He starts to cry.

Buffy tense, "Who said?"

Spike sighs, "Me. It was me. I saw it. I was here the whole time. Talking. And singing. There was a song..."

Buffy shakes her head, "What are you talking about?"

Spike's cries are deeper... "I don't know. Please, I don't remember. Don't make me remember. Make it so I forget again! I did what you wanted!"

Buffy looks around... "There's something here." She throws the handle across the room... she won't be staking Spike.

Spike shakes his head, "No, please... I need it. I can't cry this soul out of me. It won't come. And I... killed... And I feel it... I feel every one of them..."

Buffy kneels next to Spike, tries to get him to look at her. "Something's playing with us, Spike. All of us."

Spike looks at her with wet eyes. "What is it? Why is it doing this to me?"

Buffy shakes her head, "I don't know."

Spike takes hold of Buffy's shoulder, clings to her, cries on her... "Help me. Can you help me? I don't know why I did this. Or how I did this. And I'm... I need help."

Buffy holds him, although she looks mighty freaked herself. "I'll help you." Spike/First watches calmly from across the room. "We'll find out what's doing this and we'll stop it."

Later that evening at the Halliwell House.

Spike is wrapped in a blanket, in a chair in front of the fireplace. He stares, unseeing, into the fireplace.

Buffy has a bandage on her arm where Spike cut her in the cellar.

Piper frowns, "And you believe him?"

Buffy nods, "You didn't see him down there. He really didn't know what he'd done. Like it wasn't in his control."

Paige shakes her head, "Oh, an out-of-control serial killer. You're right, that is a great house guest."

Dawn frowns, "Wait. He's still going to stay here?"

Buffy sighs, "Maybe I don't know, either here or in Sunnydale with Faith. I'm not letting him out of my or her sight. That is for sure."

Willow nods, "Buffy, he's been feeding. On human blood. That's gonna do stuff..."

Paige nods, "He's not done being dangerous. Buffy, you keep him around, you're taking on a huge project."

Buffy shakes her head, "I'm not keeping him around just to help him. I think... I think there was something there. Talking to him. Making him do things."

Willow eyes widen, "Something like what talked to us?"

Buffy nods, "Yeah, maybe. And if it is the same thing, it's been screwing with Spike big time."

Piper nods, "So you want him around because..."

Buffy sighs, "Look, something evil is working us. If we're going to have a chance against it, we'll have to learn everything we can about it. This thing has been closer to Spike than any of us."

Willow nods as she gets it, "So if you want to understand it-"

Buffy nods, "I'm going to have to get close to Spike."

Piper frowns, "It's too dangerous."

Buffy shakes her head, "I don't have a choice. Whatever this thing - "From beneath us" is - it's bad. And it's only getting worse."

In a London Flat…

Someone is frantically pounding at the door. The door is kicked open, revealing Giles. He hurries in and sees a teenage girl, "Dear God."

Giles kneels by her, feels for a pulse, quickly ascertains that she's dead. Giles stands up and scans the room. The room looks empty. Giles steps forward cautiously. "Robson? Are you here?"

Giles steps forward, Robson's limp motionless hand comes into view from where it was blocked in Giles' previous position. He hurries to the side of Robson, who lies bleeding on the ground, head propped up against the base of a chair, near the phone. His eyes are closed. He looks very dead. "You too."

Giles kneels down next to Robson. He bows his head, closes his eyes... a silent prayer for a fallen brother. A beat, then Giles opens his eyes and looks down to see Robson staring up at him. Giles reacts. "Dear God, Robson. I thought..."

Robson struggles to remain conscious. He barely manages, "Gather them."

Giles frowns, "What?"

Robson nods, "It's started." He closes his eyes.

Giles nods, "It's alright. I understand. I'll take care-"

A dark figure steps behind Giles and swings a double-bladed battle axe at the back of Giles head.