Spike lounged on the circular chair in the middle of the foyer, watching as everyone got strapped up and ready for the fight against the wanker vamps. He'd offer to help, but he'd rather stay here with Kat. He wondered if she'd be up for sparring again once everyone had gone. She was currently in her room doing god knows what. She'd been a little weird with him since their moment the night before. She'd avoided him, barely said two words to him. It wounded him but he put on a brave face. She was dealing with a lot, after all. She'd come around in the end. She always did.

He watched on bored as Angel gave his little group a pep talk, rolling his eyes at the poof.

"Alright, everyone ready?" Angel asked, glancing at the group that consisted of three humans.

"I'm coming too."

Spike's head whipped to the stairs, seeing Kat stride over to them with a determined look on her face. Well, this was an interesting development. She'd actually bothered to get dressed properly instead of wearing the sweatpants and vest she'd been living in. She had on some black high waisted shorts, her docs and a bandana halter top that made her breasts look amazing. He shifted where he sat as his eyes drifted over her, looking more like her usual self than he'd seen in a while.

"You sure you're up for it?" Gunn asked, eyeing her concerned. Angel elbowed him, giving him a look that very much said 'shut the hell up'.

"I'm ready. I need to get back on the horse sometime," she shrugged. She seemed confident enough to everyone else, but Spike could see it. How she toyed with her hands, how she anxiously licked her lower lip. Little kitty was nervous.

"You'll need this," Angel smiled, handing her a stake. He seemed more than pleased she was finally willing to leave the hotel and get out there. She took it, twirling it around a little as she gazed at it.

"I'm comin' too," Spike declared as he stood up. No way he was letting Kat go off herself without him for the first time. She'd need his support even if she didn't ask for it.

"That's funny. When I asked you before, what was it you said? You'd rather impale yourself on a pencil?" Angel asked with a raised brow.

"What can I say? I'm feelin' a little generous," he shrugged. "Besides, could use a spot of violence. Been a while," he grinned wolfishly. He'd not fought a damn thing since he'd gotten here and he was itching for a fight. Kat looked at him for a moment and he knew it was obvious to not only the others but her too, that he was going for her. She gave him a small smile and it was a little hope that he hadn't truly mucked things up the night before.

Before long, they were all huddled in a black van. Angel was driving and thankfully Cordelia was in the front with him. He really didn't want to deal with her yammering on about nonsense. He was sitting on the floor in the back next to Kat.

"You alright?" He asked in a hushed tone. She stopped playing with the stake in her hand to look at him.

"I'm fine," she murmured, giving him a nod before looking back at the stake.

"Nervous?" He prodded a little further. She nibbled her lower lip for a moment, leaning back against the van.

"A bit," she admitted quietly.

"You'll do great, pet. It's good you're gettin' out, fightin' the good fight… proud of you," he said sincerely. She glanced at him, a soft look on her face as she smiled a little.

"Gotta start somewhere, right?" She asked wryly. He knocked his knee into hers playfully with a smile and she snorted a little. He was pleasantly surprised when she rested her head on his shoulder, leaning into him. He resisted the urge to wrap his arm around her, lest he draw attention to her action and have her pull away. He wasn't sure if it was intentional or habit, but he didn't care. He didn't want her to move.

They pulled up near an abandoned warehouse, far enough away not to draw attention. From their intel, they knew that there were 7 vampires, including Miss Queen bee. All of them were relatively freshly turned so it shouldn't be too hard to best them. From what they knew, a couple were younger than Kat. He was sure they'd beat them no problem. As they got out of the van, he looked at Kat. He could practically feel her nervous energy as her eyes darted around. Out of instinct, his hand grasped the back of her neck, squeezing it slightly in a reassuring way. She looked mildly startled at first before a smile curled her lips, making his chest feel warm like he'd taken a long gulp of whisky.

"You got this," he said firmly, giving her a nod. She stood up a little taller, giving him a nod back. He was glad to ease some of her tension. When Angel and Cordelia came around the back of the van, the plan was set into motion.

Kat twirled the stake around nervously as they all made their way to the warehouse stealthily. Anxious didn't even cover it. She figured this was as good a time as any to jump head first into getting back out here. A bunch of baby vampires would be a lot easier to beat than some real big bad. Her sparring with Spike had helped her, showing her she was strong and fast. He'd been helpful, as he always was, with teaching how to lean into her strengths and guard her weaknesses. She felt better equipped now to be out here. The only thing that made her nervous was the prospect of one of the others, one of the humans, getting hurt. She hadn't been around human blood yet. Hadn't smelt it. She had no idea just how she'd react. Soul or not, it would definitely cause a reaction out of her. She just hoped this was easy. They stood outside the warehouse for a moment as Angel glanced through a tiny window, listening in on what the group were saying. Her head was far too busy to pick up on it. Her eyes drifted to Spike, noticing he was already in vamp face, ready to go. He looked excited, but she wasn't surprised. He loved this kind of shit. She was grateful for all his help. All of his support and reassuring words. She'd been feeling a little upside down since the day before. She'd been pretty sure he was going to kiss her and she'd been ready for it. But then they got interrupted and she didn't know how to feel about it. She'd mostly forgiven him for his part in her turning. But a small part of her, a demony part of her, was struggling to really let things go completely. She knew it was holding her back, holding back their relationship, but she was trying to work through it. She wanted it to go back to normal, so why did she feel so scared? Angel gave them the signal and she took a breath she didn't need, readying her stake. He used his fingers to count down from three before they all burst in like the FBI raiding a drug operation.

Everything seemed to be a blur, the vampires meeting them head on to fight. She ended up with a scraggly looking guy as he lunged at her. She whirled away, swinging her leg and hitting him right in the chest. She couldn't help but grin at seeing him fly into the wall with a loud thud. She was aware of the others fighting around her but her focus was on the vampire as if he was her prey. He scrambled to get to his feet as she stalked over to him with a smirk. She'd missed fighting the baddies like this and now she could actually contribute properly, it was fun. She no longer felt like a dead weight. The vampire got up, growling as he got his game face on. Her face hadn't changed though and she wasn't planning on vamping out. She didn't want anyone seeing her true face.

"You're so dead," the vampire glared.

"Well, duh," Kat snorted, leisurely walking over to him. She was getting a bit of a kick out of taking her time with him. He dove at her again and she let her fist fly, hitting him right in the face. He stumbled back before he went to punch her right back, but she moved out of the way, grabbing his wrist and twisting it around before shoving his face into the wall.

"Any last words?" she asked teasingly.

"Yeah, you fucking bitc-" he didnt get to finish his statement because she shoved the stake through his back and right through his heart. He exploded into a cloud of dust. She felt the adrenaline coursing through her. While she enjoyed being out back in Sunnydale, she'd never felt a rush like this before. Mostly because she'd been human and she'd have been knocked on her ass if a vamp so much as flicked her on the nose. She glanced over her shoulder to see Spike finish off a vampire. He must have felt her eyes on him as he looked her way, shooting her a devilish grin that was all teeth and fire. She felt a burning in her lower belly at the sight of him. Angel grabbed the girl in charge who looked about Kat's age. She screamed profanities at them as he restrained her and Spike stalked over with a predatory grace of a lion. His hand was poised to stake her right in the heart.

"Wait!" Kay yelled. Her mouth clamped shut as everyone went quiet, including the girl about to be even deader than she was. Everyone turned to look at her and Spike raised a brow slowly.

"Wait?" he asked incredulously.

"I just…" Kat trailed off sheepishly, all the eyes on her made her shift on her feet.

"I want her jacket… before you dust her and it goes poof," she mumbled. Spike blinked at her for a moment before glancing back to the jacket in question. The girl looked too stunned to even comment. Spike chuckled darkly, giving her a look she wasn't quite sure of as Wesley looked at her like she'd grown another head.

"You want her jacket?" he asked slowly, like he was talking to a child. She huffed, giving him a look.

"I've been looking for one just like it and it'd be a shame for it to go to waste," she shrugged.

"I guess the apple really doesn't fall far from the tree," Angel snorted, glancing between Spike and Kat. It dawned on her then why Spike had been amused as her eyes drifted to his duster.

"You heard the lady, let's get this off you," Spike smirked, as he got closer to the girl.

"No! Go to hell! Do you know how much this thing cost?!" she screeched, wriggling in Angel's grasp. He kept hold of her as Spike started tugging the jacket off her.

"What? Killing me isn't enough? You gotta take my stuff too? You skanky little bitch, I'll-" the girl yelled, shutting up abruptly as Spike stopped with the jacket and his hand gripped her jaw tightly. She blinked up at him with wide eyes as his golden eyes bore into her.

"Watch your mouth, little girl," he growled dangerously. Her shock made way to defiance as she glared at him.

"Why? You gonna kill me? You're already gonna do that," she huffed childishly.

"There's worse things than death, sweetheart," he murmured slowly, a wicked smirk on his face. She shut up quickly as he released her face a little roughly before finishing tugging the jacket off her. He tossed it to Kat before turning back to the girl who was once again trying to fight against Angel's hold.

"I think she should apologize, doesn't anyone else think she should apologize?" Angel asked, glancing at everyone in the room.

"Are you kidding me?" the girl asked incredulously.

"Honestly, you were a little rude," Cordelia muttered with a shrug.

"Right? Kat's like a sister to me. I don't appreciate people talking to her that way," Angel mused, drawing a snort out of Kat at his behavior. He looked almost playful and it was a rare sight to see. Spike chuckled gleefully, giving the girl an expectant look as he cocked a brow.

"I'm not apologizing," the girl seethed, trying to yank out of Angel's vice-like grip.

"DIdn't mummy dearest ever teach you any manners?" Spike asked patronizingly.

"Can we just dust her and be done with it?" Wesley asked in contempt, clearly bored of the show and just wanted to get home. Both Spike and Angel turned to look at her then as if asking her what she thought.

"Just do it. She's whiny and annoying," she shrugged. With a protest on her lips, the girl was nothing but a pile of dust as Spike drove the stake right through her.

Kat slid the jacket on, moving her hair from out of her collar. It wasn't anything special. It was a washed out gray denim jacket that had a bunch of patches on it. She'd wanted to get one of her own and sew some patches on herself, but this one was already half done and she liked the stuff on the jacket. It was a perfect fit for her and she smiled to herself. She really liked it.

"That looks really good on you," Cordelia grinned, giving her a once over.

"Thanks," Kay murmured shyly.

"I so wish I knew we could take stuff off dead people before we made them more dead. We dusted a girl in a really nice dress last week," she sighed wistfully. They were broken out of their talk by the sound of tires screeching. They all looked at each other confused before they made their way outside. There was a car and what looked to be 6 angry vampires jumping out of it. How they all fit inside the car Kat didn't know.

"Thought you said there were only seven," Spike grouched, once again vamping out.

"I thought there was," Angel huffed.

"You thought wrong," Spike retorted hotly. And with that, the fight started again.

A large vampire went for Kat and she ducked just in time to dodge his fist. She wasn't expecting him to rush her so aggressively and he knocked her over, her stake clattering across the tarmac. She wrestled with him, trying to get the upper hand as she took a punch to the jaw. She brought her knee up, hitting him in the groin and taking the moment of his pain to reach out and desperately grab the stake. Her fingertips brushed it and she stretched under the weight of the groaning vampire. She finally managed to get it just in time as his hands wound around her neck and he lifted her up before slamming her head back into the concrete. She was sure birds were spinning around her head. She jabbed the stake upwards, exhaling a sigh of relief as he dusted and was no longer squashing her. She lay there for a moment, willing her head to stop spinning, when something hit her nose that was euphoric. She blinked rapidly, jumping up to her feet as her eyes darted around until they lay on Gunn who'd just got rid of a vamp. He had blood running down from his brow and it hit her then. No, no, no. She felt her mouth water at the smell, the deep need in her to taste it gripping her like a vice. She felt the cartilage in her face shift and she turned away in horror at what was happening.

"Kat… you alright, pet?" Spike's soothing voice floated to her ears.

"Don't look at me!" she panicked, gripping the car that the vampires had taken here. She felt like she couldn't breathe despite the lack of needing to. Her hands shook terribly and she heard the creaking of the metal beneath her hands. The smell consumed her wholly and she felt like a man starved. She felt Spike's hand on her shoulder and she shook her head rapidly as tears stung her eyes. He turned her around and she quickly covered her face with her hands.

He grasped her hands in his, slowly peeling them away from her face. She felt sick. Her whole body was trembling and her gaze wandered over to Gunn again who was watching her carefully with the others. A firm hand grasped her jaw and her head was pulled back to look at Spike and his concerned gaze.

"Remember what we talked about? What can you hear?" he asked softly. She frowned, blinking quickly. All she could focus on was the sweet scent of the blood calling to her like a siren song.

"Katherine," he warned firmly. She closed her eyes, trying to see what she could hear.

"The… The streetlights buzzing. Cars… I- I think I can hear birds… pigeons maybe," she mumbled, eyes opening as she glanced over to the warehouse. She wondered if maybe they had a nest up there or something. Slowly, her bloodlust seemed to settle as she focused on the sounds around her and she felt her face shift back to normal. Relief swept through her entire being. Spike gave her a smile and stroked her cheek. She was disgusted with herself. She wrenched herself from his grasp and shook her head.

"I'll meet you guys at the hotel," she muttered tensely, purposely not looking at any of them. She didn't want to see their horrified looks aimed at her. So ashamed that she'd lost her cool like that. She turned on her heel and started off walking, not able to be around them any longer. She ignored Angel's and Spike's protests. She wondered if maybe she could find somewhere else to go. Maybe living with humans wasn't such a good idea. She wasn't sure where the closest cemetery was. Maybe they'd have a nice crypt she could move into. It had worked for Spike at one point. And beggars couldn't be choosers. She hadn't got that far, just out of the warehouse complex and onto the street when she felt a forceful hand grip her wrist and whirl her around. Spike looked at her, a fire behind his eyes.

"What the hell was that about?" he asked harshly. She felt shame wrap around her like a blanket smothering her.

"I… I'm sorry, okay? I thought I'd be able to control myself better but the bloodlust hit me out of nowhere," she lamented, once again feeling her eyes prickle with tears.

"Not that. The walkin' off into the night all on your lonesome," he replied with a hard look and a raised brow as he let go of her wrist. A frown graced her face and her mouth floundered for a moment.

"Didn't you hear me? You saw what happened, Spike," she muttered.

"Yeah, I did. I saw you vamp out and control yourself. Didn't go in for a tipple of Gunn or rip anyone's throat out," he said pointedly. She sniffled, wrapping her arms around herself.

"I wanted… I wanted to taste it. I felt it down to my bones and I was scared," she whispered. He gave her a sympathetic look, stepping closer to her.

"And you handled it," he said firmly. She scoffed and shook her head at him.

"I bet they all hate me now. They won't trust me to come along with them again or be around them," she frowned.

"You're a new vamp that's never been around fresh human blood before. I doubt any of them lot are gonna hold it against you. It's to be expected, luv," he murmured imploringly.

"I could have snapped. I could have gone over to him and drained him dry," she ranted, causing him to grab her hand and tug her closer to him.

"You coulda done a lot of things, Kitten. If the worst thing that happened was vampin' out, I'd call that a win," he said softly. Even more shame burrowed under her skin then knowing that everyone saw her true face. Spike saw her true face. She took her hand back from him and took a step back, a frown marring her face.

"We should just go back to the hotel," she muttered, feeling herself close off as she turned to walk again. She heard Spike growl before he moved to step in front of her.

"Just… just bloody talk to me," he begged, his face desperate and pleading.

"I don't know what you want me to say," she sighed. He tensed his jaw, face scrunching up a little as his fists clenched by his side.

"I know you're havin' a hard time adjusting to this, but you need to stop punishin' yourself, pet. You are what you are. And I saw you in there. Saw you enjoyin' the fight, the rush. Enjoyin' your new speed and strength. And yeah, you vamped out. But that's all you did and you're actin' like you murdered the bloody man. Stop beatin' yourself up for nothing," he said firmly, his blue eyes ablaze.

"It's not nothing. You don't get it," she frowned with a shake of her head.

"I don't get it 'cause you won't bloody talk about it. I never pegged you for a martyr, thought that was Buffy's gig. But here you are actin' like you're a monster when you've not even done a thing wrong," he argued back.

"I am a monster! And yeah, I did enjoy the fight. I enjoyed how strong I was for once and I thought maybe… maybe I could do this. Maybe I could take the perks of being a vampire and move on from all this. But then I vamped out," she said indignantly.

"There's nothing wrong with vamping out," Spike huffed, clearly losing his patience.

"I don't wanna vamp out, Spike! I don't want people to see my face because it's my true face now and it's disgusting! It's the face of a hideous monster!" She cried, her throat tightening. A pained look crossed his face and he shook his head.

"Think I'm hideous, do you?" He asked lowly. It felt like someone punched a hole right through her chest as she shook her head emphatically.

"Of course I don't," she frowned.

"Then why are you so convinced you're hideous? There's nothin' wrong with your vamp face," he implored.

"Don't lie to me," she growled, feeling anger start to prickle at her as her emotions got the best of her. Once again, she struggled to get a lid on it.

"There's everything wrong with my vamp face because that's who I am now. And I don't want people looking at me differently. Like I'm a monster. Like they're waiting for me to snap and murder someone. I don't want people to see my true face because then I have to face the fact that I'm not me anymore," she lamented tearfully, her nails digging into her palms painfully.

Without warning, Spike's hand was around her throat and she was pushed against the wall. It wasn't hard enough to be painful but she couldn't move. She blinked at him with wide eyes. His face was a mixture of pain, anger and hurt.

"You are you. Just 'cause you got another face, just 'cause things are a bit different doesn't mean you're not you. You're still holdin' on to that old way of thinkin'. The black and white. Humans good; vampires bad. But you learned that lesson long ago, pet. You know it's not that simple. The only person who thinks you're a monster is you and you're wrong!" he chastised. Her lower lip wobbled, her body trembling under his hand as she looked at him.

"I don't know how to do this. It feels like… like my skin doesn't fit right. I know this is what I am and I know I can't change that. And I want to just accept it but I can't. I don't know how. I don't know how to just be," she wept softly, tears falling down her pale cheeks. Spike gathered her into his arms, gracing her with his comfort as she cried. She gripped the back of his shirt inside of his duster tightly as she sobbed quietly into his t-shirt. One of his hands cradled her head as the other wrapped around her tightly.

"You gotta let it go, pet. You'll never move on if you don't," he uttered into her hair.

He moved her away, cupping her cheeks as he gave her an imploring look. His face shifted in front of her, his vamp face now looking down at her.

"Change," he demanded softly. She shook her head, her hands coming to grip his wrists.

"No, Spike…" she breathed, panic welling up inside of her.

"Do it," he said more firmly. The concern and pain behind his eyes felt like a stab to the gut and she sniffled, closing her eyes before she shifted into vamp face for the first time voluntarily. She kept her eyes closed, unable to look at him.

"Look at me, Kat," he murmured pleadingly. She took an unneeded shaky breath before her eyes fluttered open. He gazed down at her softly, his thumbs swiping at the tears on her cheeks.

"You're beautiful. This face and your other. Inside and outside. You're luminous and radiant. You're the most beautiful girl on the bloody planet, now and forever. And you can take all the time you need to accept this face, but I love it. Just like I love you. That's never gonna change," he said imploringly. His words made her heart twist up as more tears fell. Her head was a jumble and she felt so many emotions, she didn't know what to do with them. She was still coming to terms with everything that happened to her and all the changes she'd gone through. But knowing how much Spike loved her made her fill with warmth from the inside out.

"I love you too," she mumbled tearfully. It seemed like all of his anger and sadness melted away at her words. His body untensing as he gathered her in his arms again, inhaling her hair deeply. She hated this up and down. The not knowing what to do with herself. But she knew she'd get there eventually as long as she had Spike by her side.