Was there anywhere where his memories wouldn't haunt him like ghosts in the night? Spike had made his way to the factory without much trouble. Even though he hadn't been there in years, he wasn't likely to forget the crumbling building. It was where he and Drusilla had first lived when they had come to Sunnydale in pursuit of his third victory over a Slayer. It had also been burnt down by Buffy's Watcher Giles after that idiotic Angelus had killed his sweetheart. Spike couldn't remember her name, but he didn't much care. Apparently, some rich guy had plans of renovating and re- building it so he had somewhere to store whatever it was he wanted storing, but Spike wasn't too keen on the idea. It would erase his ghosts, and he needed those. He needed reminding of his old life, of how things used to be, of how he used to think. Of Drusilla. He didn't own a watch, but he was guessing it was edging into the hours before dawn, that meant he had plently of time to go in there and have a poke around in search of Willow. By the sound of things, she had burnt herself out pretty badly the other night, going on a magick trip a million times more powerful than the most potent drug, so he was guessing she wasn't going to make a come-back for another night at least. Giving him time to go home and get some much needed rest. Those tests over in Africa had really taken in out of him, and his body hadn't had sufficient blood to heal itself properly. Yep, a good meal and a long sleep would make him feel much better. But he was just so close. With a sigh he resolved to go in right then; after all, if he went home now, he'd only be bored. Why not amuse himself and go witch-hunting? Spike nibbled his bottom lip thoughtfully before taking one last look at the outside of the old factory and going in.

As she had expected, Dawn was in her room when Buffy got home. She rapped on the sticker-covered door a couple of times before walking inside when she got no answer. Her little sister was lay on her bed with her back to her, her long red hair spilled across the lilac pillow. The Slayer sat down on the end of her bed and smiled sympathetically. Dawn was taking the whole Willow thing badly, they all were, and she had been lay here in silence ever since coming home. "Look, Dawn, I know this is hard on you," She began in a gentle voice, only to be interrupted. "Then leave me alone." Dawn cut in, her voice strained as though she had been crying. Buffy looked to the floor, wondering how best to approach this, before coming up with an idea to cheer her up. "Spike's back." She told her in a happy tone, sitting up straighter just in time to catch the tinyest flicker of a smile wash over her little sister's features before it vanished. Suddenly, Dawn swung her legs over the side of the bed and leapt to her feet. Buffy's mind shot into overdrive. What was she doing? Was she going to run away? "W-where are you going?" She stammered worredly. "To Spike's," She replied, already half way out of the door. Buffy's heart wrenched. Her sister felt more comfortable with a vampire than with her. It was useless going after her, she'd only end up sneaking out eventually and running over there with new tales of how evil her sister was; and anyway, it would be light soon enough, and Spike's was only round the corner. It was only after the front door had slammed shut behind Dawn that Buffy remembered something. Spike wouldn't be home because she'd sent him out to find Willow. With a frustrated sigh, Buffy hauled herself up and ran out after her.

The door being flung open at this time of night had really startled Gabriel. He had been peacefully dozing off, propped up against the tree outside the Slayer's house, when a young teenager had come flying outside. He pressed himself even flatter against the trunk of the huge old oak and prayed he wasn't spotted, his efforts being doubled when Buffy followed her sister out. "What do you want now?" Dawn demanded in an irritated voice. Every time she looked over her shoulder it seemed she was there, always ready to critisize her on the slightest thing she did wrong. "He won't be there," Buffy told her patiently, catching onto her arm just to make sure she stayed put. As she received a venomous glare, she absently wondered what her neighbours thought of her. She came in and out of the house in the small hours every single night, usually looking a state and with her clothes ripped. Why, even now, she was having a family feud and it was about one in the morning. Yep, she was sure the other inhabitants of Revello Drive just loved her. "And you'd know because...?" Dawn left the sentence open to be filled in. "I sent him to look for Willow." She replied quietly. The expression on her sister's face said it all. She looked disgusted with her. "What?" Buffy frowned. "Why do you hate him so much?" Dawn queried heatedly after a moments pause. The Slayer shot her a questioning look and she elaborated, shaking herself free of her grip. "You've just sent him to get himself killed, all because he left you." Buffy's head snapped up. "Left me?" she repeated with a laugh. "He knew if he didn't leave I'd have staked him." "No you wouldn't," Dawn argued "If you were going to stake him, you would have done it already. He left you, and thats why you're so upset." The Slayer whirled around to face the house, willing the tears brimming to disappear, before turning back to confront her little sister again; only to find her gone. She cursed under her breath. Dawn must have taken off running when she'd turned around, probably gone to Spike's to wait with Clem for him to come home. Why was she being so stubborn?

One minute she had been talking to Buffy, and the next, Dawn found herself loosing consciousness due to a strong pair of hands wrapped around her throat. Where was Buffy? Why wasn't she helping? A cold wind blew past, making the hairs on the back of her neck stand up, and Dawn wondered if she was going to die. She was starting to get numb, and the stars above her were beginning to merge into one. Each second which went by felt like an hour as her attacker's grip increased it's pressure. She wasn't going to die, she decided resolutely. If someone wanted to kill her, they could just snap her neck or bite her, assuming it was a vampire, but this person was simply knocking her out. It might not even be a vampire, she conceeded, maybe some other kind of demon, but it definitely wasn't human. No human was this strong. Suddenly, the hands released her neck and allowed her to slide to the ground where she lay gasping for breath and waiting for her vision to return to normal. "Y'alright to answer me a question or two, darling?" Someone with an Irish accent was asking. The attacker, she realised. Dawn simply coughed and wished she could muster the strength to yell for Buffy. "Why would you be wanting to go to Spike's?" Spike. Maybe he could help her? "I mean, I know he's got that chip shoved in his head and all, but, lets face it, he's a bit anti-social, isn't he?" She managed to make a tiny strangled noise akin to a very small kitten mewing for milk, but still no cry for help would pass her lips. Gabriel sighed heavily. It was a shame he was going have to make this innocent teen suffer, but Spike hadn't shown, and he was an impatient kind of guy. If he couldn't find him, andit didn't look like he would as the bugger just wouldn't stay put, he was going to have to draw him out himself. If he'd been sleeping with the Slayer, he might be bothered if someone kidnapped her little sister. Gabriel gave Dawn a quick kick in the side of her head which sent her sprawling into darkness before he set about hauling her over his shoudler and carrying her away.

Once inside the delapidated old building, Spike had had to wait a while before his eyes adjusted to the lack of light, and that was saying something. The place's darkness was just so final, even with his sharpened vampire senses he had trouble making some things out. Well, at first anyway. Now, it was looking as clear as day; especially when he allowed his face to morph into it's true form to improve his eyesight further. Stepping over an upturned chair, he cocked his head to one side and frowned. He could have sworn he had just smelt that. Willow's scent, mixed with a whole lot of evil. But it was so damned hard to pick it out through the strong charred smell the entire factory reeked of. He was in the dining room, he observed. Nobody had actually eaten in there, but Drusilla had held her little tea-parties for her sea of dolls at the long, wooden table in the centre of the room, and thus it had become known as the dining room. The table still remained, but one could hardly make it out as such. It had succumb to the ravages of the fire and the age after it just the same as everything else inside. There. Another fragmented scent. Where was it coming from? After a minute or so of waiting and getting nothing more, Spike decided to take another approach to his search. Which rooms were the least wrecked? The storage room upstairs and the bedroom downstairs. Now, which ones did Willow know her way to? The bedroom. She and Xander had been imprisoned in it when Spike had first returned to Sunnydale after Dru had left him, and she had obviously escaped, so she knew her way there. Right, he should try there, then. Taking each step carefully, as though he were navigating his way through a minefield might he be detected, Spike began to make his way towards the stairs which led to his and his Sire's old bedroom where, hopefully, he would find Willow and begin to put his plan into action.

So tired. Willow felt as though she were a century old. She didn't know why she had come to the factory after last night. Probably because Buffy wouldn't expect it, and no one would think to look there; after all, the place was a complete wreck, but she just had. Luckily, the only room she knew, the bedroom, wasn't all that bad, as it was downstairs from where the main fire had raged. The factory stank, but she didn't much care. All she needed this place for was to rest before she was powerful enough to take on the world again. Somewhere, buried deep in the back of her mind, she felt a little bad about wanting to take her old friend Buffy out, but that place was soon forgotten about. Buffy was just in the way. If Tara wasn't in the world, what was the point of exsisting? And if she didn't exsist, why should everyone else get to? Those were her reasons, and she was sticking to them, even though she knew no matter how much revenge she got on the world, and in how many different forms she acheived it, her grief wouldn't disappear. At least the bed was comfy, though. "It's polite to ask before you go to sleep in someone else's bed, y'know." Spike's slow drawl awakened her from her anguished daze and she shot up, eyes already clouding over black. "Easy now," The vampire held up his hands in a sign of surrender. "I'm here to talk business with y', nothin' more." Willow didn't back down. Spike loved Buffy, so she saw him as an extension of her. Therefore, he would die. She sprang to her feet and began to nurse a blinding green light in her hands, a cruel smile on her face, before suddenly being caught off guard and smacked across the face. She whipped back round to face him and frowned. He wasn't in pain. What did that mean? Was she still human? Was she too powerful for the chip to react to? Spike held up his hands again. "Business," he repeated "Keep the hocus-pocus out of it for a minute and I'll explain, alright?"

After a moment's charged silence, Willow nodded her consent, allowing her eyes to return to their normal colour. Spike sighed his relief and shook his head before taking out a packet of cigarettes. "And y' used to be such a nice girl," he joked and pulled a cig free, disgarding the empty packet on the floor and lighting it. "Why're you after Buffy's blood? I mean, yeah, Warren shot your girlfriend and y' killed him, well done, but whats with the evil trip?" Willow was still very much on guard and so simply shrugged stiffly. Maybe Buffy had sent him? No, there was a different air about him. "Why didn't your chip react?" She instead replied with a question of her own. To her surprise, Spike broke into a huge grin and totally relaxed. "Wondered when you'd ask," he beamed, walking around her to sit on his old bed. It still had the faintest scent of Drusilla on the crimson covers. "Bet you were wonderin' if it was you, eh?" He raised the pitch of his voice to mimick her own. " 'Am I human? Am I too evil for it to work'?" Spike laughed heartily, making Willow frown. Whatever it was, he was happy about it. "Well, it ain't you, sweetheart. It's me." He took a long drag of the cigarette and waited for the realisation to show on her face before telling her straight. "The chip's out." The reaction he got was a mixed one. Shock, anger, confusion; even a little fear; all these emotions flickered one by one across her face before it settled on the one which annoyed him to no end. She looked totally nonchalant. "And?" She raised an eyebrow, absently realising it was exactly what he would do. Spike growled angrily and in a second was right next to her. Willow felt the electricity spark between her hands, making sure she was ready for anything, just in case he decided to try it on. "And?!" He repeated, his golden eyes blazing. "Do you remember who I am?! I'm gonna help y' kill the Slayer, luv, that what's 'and'." Somewhere in his mind, Spike was aware not all of that sentence had made sense, but he dismissed it. All that mattered was that he had gotten Willow's attention, and more than probably, her partnership.