Spike leans against the railing of the back porch smoking a cigarette. He hears the front door click open and close again. Buffy's footsteps echo from the stairs. He forces himself to finish the cigarette. Every nerve in him is trying to pull him back in the house up the stairs but something tells him he needs to wait a bit longer. Her nerves have been stretched thin the last few days and he knows whatever this new thing is between them it's stretching her thinner.

He can hear her moving about upstairs.

He finally stamps out his cigarette, blowing a last plume of blue smoke out.

Heading back through the kitchen he steps out of the way of the front door opening.

Spike freezes.

"Buffy?"

She raises her eyebrow, "uh yeah? Why the face?"

Spike looks up the stairs.

"I thought you just came in."

Buffy follows his gaze up the stairs, holding her breath. There's a rustling above them, followed by the sound of something breaking.

Buffy starts up the stairs, Spike right behind her. They wait on the landing and hear the sound again coming from Willow's room. Buffy opens the door. Everything is strewn about, boxes of crystals and herbs spilled over and tipped out. From behind the door someone tries to move past quietly.

Buffy grabs them buy the shoulder and slams them against the door.

"Uh-oh. Busted."

Amy looks pale, nearly green. Buffy shakes her and the colour washes out of her completely.

"What the hell are you doing in here Amy?" Amy tries to move past her again and Buffy slams her back into the door. Something dislodges from her hand and falls to the carpet.

Spike picks it up. It's a plastic bag of herbs.

"It's not what you think it is, it's sage!"

Buffy unpins Amy and searches her pockets.

"Please, I need this stuff. Willow wants me to have it, she understands."

Several more plastic bags and glass vials tumble to the floor

"Understands what? Breaking into someone's house for kitchen spices? What's going on Amy? Where's Willow and Dawn?"

Spike opens his mouth to tell Buffy that Dawn and Willow had headed out but Amy starts rambling, her eyes bugging out of her head

"I ... I saw - I saw her downtown earlier," wait, downtown?, "but that was ages ago – Bet she's at Rack's by now. She's as bad as I am, worse."

"Racks?!" Buffy and Amy both turn to Spike, clearly having forgotten he was there at all.

"What's Rack's?"

"He deals in magic, heavy stuff. Dangerous."

Amy nods in agreement.

"Willow's his new favorite."

"She's there? Now?" She pushes Amy into the door again, "with Dawn?"

"Ohh, don't shake me again, super strength. I think I'm gonna boot." Amy's face turns a ghastly shade of green.

"Where is it, Amy, i swear to God-"

"It's downtown, but it moves."

"What does that even mean?"

"It's cloaked, you have to sort of feel it out."

"Show me." But Amy is slipping down the door. When she hits the floor she vomits violently.

"I can find it, come on, just leave her." Spike pulls Buffy away from Amy who starts to shake and moan.

When I get my hands on that witch I'm going to ring her bloody neck.

Hours pass in the waiting room. Dawn has given up looking at the clock. The last time she checked it was way passed edging up to midnight.

Buffy's home, Spike's probably back at his crypt, no one knows I'm here, whereever here is and this place smells disgusting.

A cockroaches crawls long the wall opposite her and Dawn has to stiffle a scream.

The door opens and Willow finally emerges.

Seething anger overtakes Dawn, she feels it shaking through her like thunder.

"Heeeey Dawnie, movie time?" She looks completely wasted, her eyes barely focussing on what's in front of her.

"Do you know how long I've been out of here for?! It's too late for the movie! This place is disgusting and I saw-" she pauses. For one horrifying moment she thinks Willows eyes have been ripped out of her head, but when she blinks she's can tell they're just jet black, like two round pieces on onyx stuffed into her skull.

"Jeez, Willow, what's wrong with you?"

"I'm fine, come on let's get outta here." Willow takes her by the hand. They lurch forward and are suddenly back in the alleyway again. It's deadly quiet, feeling much later than just gone midnight.

Willow tries to link arms with Dawn who squirms out of it. Willow hardly even notices.

"So, what do you wanna do, cutie?"

"It's late. I just wanna go home."

"No way! I said we were gonna have fun, and we're gonna have fun."

"I'm serious, I think we should just get out of here. It's dark and it's late and buffy would kill me if she knew I was hanging around downtown past midnight."

"Come on, Dawnie, it's grownup time, do you wanna play with the grownups or not?"

"Why are you acting this way?!"

"Oh, don't get all weird on me, we're fine. Everything's fine."

"Willow, I'm serious. I'm going home."

"Then go! God, I thought we were gonna hang."

Dawn turns to head back the way they came but Willow seems to be vearing the other way.

"Wait, you're not coming with me?"

"Well, I don't know. Maybe I could just, uh, pop you back?"

"With magic?"

Dawn inwardly panics at the idea, sober Willow would never suggest that no matter how desperate a situation. So many horror stories of people ending half somewhere and half... well somewhere else. If you're lucky.

Something clatters in the alley and Dawn jumps.

"What's that?"

"It was probably a cat or something like that." Willow is swaying on her feet and looking more and more spaced out by the second.

Theres another crash behind them and Dawn looks on in horror as demon steps into the alley. The breath catches in her throat and as it moves towards them she can feel a scream rising up in her throat. It's hidious, like an experiment gone wrong, eyes burning, nails as long as kitchen knives.

"Oh, it's okay, he's not real."

"Seems real! Very! Real!

The demon covers the ground between them in seconds. Before Dawn can react it rakes his claws across her cheek, scoring a deep gash. She shrieks.

Dawn kicks out her foot, catching the demon square in the middle. He falls back into a pile of garbage. They run, Dawn practically dragging Willow behind her.

They can hear it on their heals. The street is deserted, nowhere to run, nowhere to hide.

Up ahead is a parked car.

"OPEN!" Willow screams and the doors fly out. They scramble in, pulling the dors shut behind them. Dawn fumbles with the safety belt.

"DRIVE!" The car speeds out, careening manicly. Dawn screams as the force of it hurls her against the door.

Belt get the belt on get it on get it-

It clicks and Dawn glances behind them out the rear window.

Whatever demon it is has chased them in to the street and is catching up with the car. She screams as te car jolts again, sounding like it might stall out and then racing off again.

Willows... laughing?

Laughing like she's insane.

Dawn realises she's not even steering.

Oh my god I'm going to die in a fucking car accident!

The car spins down an alley, briefly losing the demon. Willow cackles him her seat, turning to look out the rear window.

"TAKE THAT, SCUZ-" and hits a pillar head on.