Summary: See part one. There was only supposed to be a part one. This was inpired in part by the kind reviews of Dawn, Nicole, Kristy and Spooky. Thanks guys!!

Disclaimer: Joss Whedon, Mutant Enemy, etc. own all characters. I'm just playing with them. Trying to feed my addiction until Season 6 begins. Except for Karg, he's mine, but he's just a minion so he doesn't count.

Archiving: Sure, but e-mail me (sheristeeves@hotmail.com) to let me know.



Breaking the vampire's intense gaze first, Buffy looked away, focused on the tomb beside them, a concrete reminder that no matter how human he looked or acted, he was still a vampire.

"We need transportation. Something big enough for all of us... an RV or something."

Now that she knew he would help, Buffy let out a breath she hadn't been aware she was holding.

"Let's go shoppin' then." With an abrupt movement, Spike led the way into the tunnels below his crypt. Crossing the cave-like area, he checked the pocket of his duster for the keys to his deSoto. Hearing Buffy land lightly behind him, he turned, watching her face as her eyes glanced first at the corner that had held his shrine to her, and then to the alcove where the unlocked manacles still hung, then moved to meet his briefly. Suddenly embarassed and a little angry, he turned away. Last thing he wanted to be reminded of was himself spilling his guts to the Slayer and having them trampled. Not his finest momemt.

"Coming Slayer?"

Without waiting to see if she was following him, Spike stepped through the crumbled opening at the back of the cave and started down the tunnel, a darker shadow in the gloom. The drip of water in the tunnel and the crunch of stones under his feet echoed in front of him. It wasn't long before he could feel her behind him in the tunnel, smell her perfume, her shampoo. Hear her breathing. He could always tell when she was near. Idly, he wondered if it was some reverse vampire slayer sense, like how she could tell when a vampire was near.

The tunnel ended where it broke through one of the city's main sewage tunnels. Clambering through the rough opening on the upper curve of the sewage tunnel, Spike missed the service ledge that ran the length of the tunnels and dropped the few feet into a slow-moving trickle of sewage.

"Ah, bloody hell", he cursed under his breath. Not thinking, he turned to help Buffy down from the opening, only to see her drop down easily on the service ledge beside him. The light from a sewer grate to one side cast dim shadows in the tunnel. Enough light for Buffy to see the hand he had started to hold out to her. Her face a mix of expectance and impatience, Buffy motioned for him to move. Grumbling as much at himself as at her , he stepped up on the service ledge in front of her and started down the tunnel to the left.

"Where are we going Spike?"

"Don't worry pet, I've got a plan."

"What sort of plan?"

Hearing the apprehension and the uncertaintly still in her voice, he paused. With his face hidden by the shadows she didn't see the flash of hurt in his eyes, but she heard the anger in his voice.

"Just leave it, Slayer. You said you trusted me. So shut up and bloody well trust me on this."

Spike resumed walking down the tunnel. For once, Buffy was silent. Slowing occasionally to read the spray-painted numbers on the walls of the tunnel at intersections and under manhole covers Spike finally stopped and motioned upwards.

"Up we go. My own private entrance."

The manhole cover led them out into a seldom used corner of a parking garage. Looking around at the selection of sedans, minivans and SUV's parked in neat rows, Buffy turned to Spike.

"We're going to hotwire something? " she asked, watching him slide the manhole cover back in place. "Won't that attract attention with the police? That's exactly what we don't need."

"My thoughts exactly, luv." Spike dangled a set of keys in front of her. "Car's over here." Walking over to a familiar black car with darkened windows, Spike unlocked the passenger door and went around to the driver's side. Opening his door, he noticed Buffy hesitating. A look of annoyance crossed his features ashe regarded her over the top of the car.

"What now?" he asked, " Thought you were all in a hurry."

"We won't all fit in .. this."

" I know that. We're going to see a guy I know. Now get in." Spike dropped into the driver's seat and slammed the door. As he gunned the engine to a growly start, Buffy got into the passenger seat beside him. Looking askance at him, she couldn't help by think back to the last time she had been in this car with him. That had been the night he had told her that... STOP! Don't go there, Buffy mentally chided herself. Think of Dawn. Think of the others. Keep focused.

The drive wasn't long, but seemed longer as Spike kept doubling back to roads shadowed with large trees and alleyways where the the tall buildings on either side blocked the sunlight. The painted windows, scratched just enough to let him see to drive gave the interior of the car a gloomy cast. The horrible punk rock from the seventies that he favored blared out of the speakers as they finally turned into a disreputable used car dealership on the edge of Sunnydale. Spike pulled into the shadows at the back of the main building and parked the car. Turning it off in the middle of The Ramones' 'I Want to be Sedated', the abrupt silence hung heavy between them for a moment as Buffy looked apprehensively at the run-down appearance of the cars on the lot.

"Let's go." Grabbing a slightly charred blanket from the back seat, Spike pulled it over his head and made a run for the door at the back of the building. Ramming the door open with his shoulder, he dropped the smoldering blanket just inside the building.

Quickly following him, Buffy reached the back entrance just in time to catch the door before it swung closed, entering just behind a slightly smoking Spike.

A weasely looking, green skinned demon looked up from behind a desk. Thin, greasy hair clung to his scalp, and beady eyes registered surprise, then recognition. Seeing only the vampire, his face shifted craftfully. As his left hand moved slightly to the right, he yelped suddenly as a dagger embedded itself in the table, mere millimetres from his hand.

" I wouldn't do that if I were you." Buffy stepped out from behind Spike.

"Slayer!" the demon blanched, his green skin taking on a pale hue.

"Let me handle this, Slayer" Spike glared at Buffy as he stepped up to the desk the demon was sitting behind. With the vampire in front him and the Slayer to one side, the demon was trapped.

"And why should I do business with a traitor?" the demon stood up and spat at Spike.

A muscle twitched in Spike's jaw. The venomous attitide of one of his own kind towards Spike took Buffy by surprise. She knew he had been shunned by some of the demons and other creatures of the night, but had no idea they viewed him with such hatred.

With a sudden movement, Spike grabbed the demon by the lapels of his cheap polyester suit and hauled him halfway accross the desk. Game face only inches from the demon's suddenly sweating visage, Spike ground out, "Because, Karg, you know what I can do to you. This soddin' chip only prevents me from hurting humans. Not boot-licking demons such as yourself. 'Sides, I've never known you to turn down a chance at a profit."

Karg, unable to meet Spike's menacing gaze, jerked himself out of the vampires grasp. Looking past the pissed off vampire, he saw the Slayer in the background, skillfully playing with a dagger that matched the one already embedded deep into his desk. The play of light on the dagger's blade held his gaze momentarily as it was passed from hand to hand, thrown and caught. Dragging his eyes from the mesmerizing movements of the dagger, Karg looked at his desk, then back to Spike, and mumbled, "What do you want."

"That's better, ..." Letting his game face relax, Spike continued. "I need one of them travelling camper things, whatever it is you call them. One big enough for..." he paused as he counted the Scoobies, " seven."

"Eight, counting you, Spike." Buffy corrected him, throwing a sharp glance his way.

"Eight then."

Playing with the dagger more out of nervous energy, a need to do something, anything, Buffy only listed with half a mind to the bargaining. The other half was worrying about the others. Had they made it to the bus station? what if Glory had already found them? Hearing a familiar word, Buffy focused her attention back to the bargaining.

"Yeah, that's right, mate. The deSoto for whatever out there can carry the eight of us."

Buffy looked at Spike in shock. Spike loved that car. It was a much a part of his big bad image as his duster and his bleached hair, and his horrible taste in music.

As if sensing her eyes on him, Spike turned and looked at her. The mask was in place again. The cocky, devil may care, I'm evil attitude for all the world to see.

"Get yourself out there, Slayer. Pick something out."

Looking at the door, Buffy saw Karg waiting for her, several sets of keys in his hand.

"Spike..." she began.

"Slayer, now's not the time." Spike growled harshly at her. Turning away, he lit a cigarette, pointedly ignoring the 'Please don't smoke' sign on Karg's desk.

Buffy walked over to the desk, pulled her dagger free, walked past Spike, and followed the demon out the door.

The bang of the door told him they had left. Turning, Spike watched her follow Karg out into the sunshine. With no one to see, the attitude fell way, revealing longing, sadness, and a mixture of fear and pain.

The sunlight turned the Slayer's hair to molten gold, made her tanned skin glow. Still, he could see what others could not. The tension that tigtened her mouth and eyes, the urgency in the way she moved. She was walking a thin line between her duty as a Slayer, and her love for her sister. At some point, one of the two would have to give.

Lighting another cigarette from the end of the first one and tossing the butt into a helf empty coffee mug on the desk, Spike watched as Karg led Buffy from RV to RV, each one seeming more dilapidated than the last.


" This time she will kill you. I don't want that."
" You're the only one I can turn to for this, the only other person I can trust."
" I'm trusting you with... the life of the only family I have left."
"Eight, counting you, Spike."


The Slayer's words ran though his head and struck his undead heart as sure an any stake. Why did he care so much? He knew it was wrong. He should't have these feelings. But that didn't make them go away, or make them any less real. The connection he felt to her was still there. Maybe it had been from that fateful first meeting.

Soul searching wasn't something he had ever done much of, even as a human, and certainly not as a vampire. How can you search something everyone told you you didn't have? But since the Initiative had put that damn chip in his head, he had had lots of time to think. He tried not too, but the thoughts and questions wouldn't leave him alone. They whirled around in his head, when he was awake, in his dreams when he was sleeping, when he was watching Passions, even.

From the moment he had arrived at Sunnydale, he had always been on the fringe of the Scooby gang. First it had been as he plotted plan after plan to kill the Slayer, wanting another Slayer notch in his belt. To prove himself to Dru. Even then he had felt Dru pulling away from him, leaving him. He had convinced himself that killing the Slayer would make her stay. Angel becoming Angelus had just been the catalyst in the breakdown of his and Dru's relationship. Someone he could put the blame on. He hadn't wanted to admit it to himself then, but he could see it now.

When Dru had finally left him, throwing his obsession with the Slayer in his face, where did he go? Running back to Sunnydale. Back to the Slayer. First it had been to get the witch to cast a love spell. Look how well that had turned out. Spent the better part of a day all snuggled up with the Slayer. Ok, so in retrospect that hadn't been that bad. If only it had been real, and not a spell.

The second time he had returned to Sunnydale it had been for revenge. All the blame he had placed on Angelus had been transferred to Buffy. Kill her and the obsession would end. She wouldn't be haunting his thoughts and dreams anymore. The Initiative and their blasted chip had ruined all that. He had fought the effects of the chip as much as he could, but as much as it had galled him then and still did, he had had to go to them because he had needed their help. William the Bloody needing help from a bunch of teenagers, a tweedy Watcher and a Slayer. That had been humiliating.

Now, in retrospect, he knew what it was that drove him to be near them. The same thing that had driven all his actions all these years. The need for acceptance, to be a part of something.

As a human, as William, with his awful poems and his love for Cecily, he had tried to belong, to be the gentleman society's rules demanded that he be. But he had been too much of a gentleman. Then, as a vampire, with Angelus, Darla and Drusilla, he had been evil, been bad. Angelus and Darla had merely tolerated him. No matter how bad he was, or how many Slayers he killed, he was always treated as a poor relation, the black sheep of the family, put up with for Drusilla's sake. Always with them, but never really a part of them. Not too much a gentleman anymore, now he was too evil, too wild.

Now he was even shunned by the vilest of demons and vampires. Shunned by his own kind for his inability to kill. A wry chuckle escaped as he realized how Angel must have felt. Except that Angel got a soul and the girl when he tried to help. All he got was a migraine inducing chip in the head and abuse. He doubted Buffy would ever return his feelings. But he still wanted to belong, to be a part of something, anything. That was all he had ever wanted. All the attitude was just a cover for the loneliness that ate away at him from the inside. A mask to hide the ache, the emptiness. Pretend you don't feel it, pretend it doesn't matter and maybe it will go away. Hadn't worked yet.

He realized that he had always done whatever society expected him to do. As William he had been expected to be a sensitive, poem-writing poof. As a vampire, he was supposed to be evil. To hunt. To kill. To drink the rich, red blood that gave him life. To take life with no thought of the consequences. To revel in the fear and terror his victims felt as he drank them dry. And now? He was still a vampire, an evil monster. But he couldn't follow those rules anymore. The chip had taken away his ability to hunt, to kill, to live. He had always ignored his heart and embraced society's rules, be they human or vampiric. That had gotten him nowhere. All that was left now was to follow his heart. An undead heart that led him straight to the Slayer. So be it. For once he would follow his heart and see where it led him.

The sound of the door opening broke Spike from his reverie. With a flick, the half-finished cigarette joined the first one with a sizzle in the coffee cup as he turned to the Slayer.

"Got something?"

"He's bringing it around back."

Looking out the window, Spike saw the blocky montrosity that Karg was manoevering around the rows of cars on the lot. The rig had certainly seen better days, but looked like the best that Karg had to offer. Thinking longingly of the sleak lines and responsive engine of his deSoto, Spike sighed, a human response he had never managed to break. Niblet's face rose in his mind's eye, and as much as it pained him to trade the deSoto for that piece of junk, he knew in his undead heart that this was the right thing.

Hearing him sigh, Buffy walked over to him and laid a hand on him arm.

"I'm sorry."

"Just a hunk of metal, Slayer. Won't do me any good if the entire world is in chaos now will it?"

"Thank you." she said softly, squeezing his arm gently. Hearing Karg enter behind him, she let go and turned around.

"You'll need this if he's driving. Keys are in the ingnition." The derisive note in the demon's voice left no doubt as to who he was talking about as Karg handed Buffy a roll of aluminum foil and some duct tape. Heading towards the back door, Buffy paused and turned back when she heard Karg address Spike.

"Keys, traitor."

Looking past the smug look on the demon's face as he dropped the keys to his deSoto into Karg's outstretched hand, Spike met Buffy's eyes as she stood in the doorway. She held his gaze a moment, then walked outside.

As soon as the door had shut behind the Slayer, Spike then hauled off and landed a right hook to the demon's jaw that sent him crashing into the desk. Old habits are hard to break. Picking up his charred blanket from the floor, he spied the aviation goggles hanging by the door as he stood up. Recognizing them as Karg's, he slid them into the pocket of his duster as he pulled the tattered blanket over his head with his other hand. A slight grin on his face, and a "Thanks mate" to the prone demon on the floor, he followed his heart out the door.