His eyes opened slowly and he rubbed at them with his hands before yawning. Feeling the stone underneath his back he realized that he was still trapped in the cave like cage. He wasn't exactly sure how long they've been inside, probably hours. His stomach rumbled and he remembered that the last thing he ate was a cup of noodles the day before. Or was it two days ago? He didn't know. Buffy mumbled something incoherent against his shoulder and his mouth turned up in a smile. It was a strange feeling to him. To be sleeping next to Buffy like this. He remembered the kiss and his smile grew wider. He looked throughout the darkness of the cave, felt the stiffness in his back, and the soreness of his neck. He felt even stranger. They were in a lose/lose situation and here he was smiling and thinking of a kiss. Maybe people were right. Maybe he really was crazy.

Buffy stirred next to him and slowly lifted her head from his shoulder. She immediately jumped back and threw her hands up in defense.

"Whoa Buffy," he said moving to sit up. "Relax, everything is okay."

She seemed to pause a moment before lowering her hands and the rigid-ness of her body slowly relaxed. She sat away from him and hugged her sides.

"We're still here huh?" She asked.

"Home sweet hell," he deadpanned.

"How long was I out?"

"I'm not sure, I fell asleep too."

"Great."

They sat for a few minutes trying to think of a possible way to get out of incarceration without dying. Few answers came to them and the ones that did required tools. Tools they didn't have. He tried not to think about the kiss at a time of crisis like this. He thought she was purposely sitting away from him because of it, but the moment just kept replaying in his mind over and over. It was unexpected to say the least, but he'd almost kissed her in her hotel room. He would have if Lothos hadn't burst through the door. He shook his head hoping it might drive the thoughts away.

Buffy sighed and punched the wall in frustration. She pulled her hand away to reveal a hole the size of her fist embedded in the rock. Her knuckles bled slightly and without thinking Xander tore a piece of his shirt and gently wrapped the cloth around her hand. She looked at him hesitantly.

"You're bleeding," he said softly.

"It's fine," she replied just a quietly.

He could see her eyes glowing in the dim light. He lifted his hand to run along her cheek and smiled faintly. They leaned closer...

The bolt on the door slid open and the room was suddenly filled with the dull light of a lantern. Buffy and Xander jumped to their feet into fighting stances. The vamps feral eyes shined and their teeth flashed with amusement. They surrounded the duo, cutting off any chance of running through the doorway.

"It's time," one of them said tonelessly.

Three vamps shoved the two of them out of the doorway and into the hall. Buffy's eyes searched for any means of escape but found none. The walls seemed to be made of stone as well, and were at least twelve feet high. The cage they were in seemed to be at a dead end. The only way to go was forward but entire hall was filled with vampires. If she at least had a stake she would have taken a chance.

"Move," a vampire growled in her ear and stuck a prod into her side.

It jolted her with a few volts of electricity and she reflexively kicked out at her shocker only to be mauled by four more prods. Had she been anyone but the slayer she would have been knocked unconscious. She hunched over and Xander moved to get closer to her but was only met with shock of the prods himself. He dropped to his knees but stood quickly. He looked at Buffy; his face already covered in sweat from the exertion of the pain. He nodded slowly and they both began to walk down the hall.

They passed through double-doors at the end of the hall and stepped into a huge warehouse like room. It was extravagantly decorated. Velvet banners hung from the walls and ceiling, gold plated frames adorned the sides of the room with priceless works of art, and an old fashion candlelit chandelier provided the light. It almost looked like a medieval castle. With one final shove the vampire hordes tossed them into the center of the room. The slow, anguished sounds of a violin came from behind them and they both whirled around to see Lothos sitting on top of a coffin; violin perched under his chin, smiling at them.

"I thought vampires didn't use coffins," Xander said.

"He's a sucker for the stereotype," Buffy replied.

Lothos continued to smile as he put down his instrument. "So nice of you to drop by," he said.

"Cut the bullshit," Buffy said, her tone clipped and irritated. "Why didn't you kill us? And why are we here?"

"So many questions my dear," he taunted mildly.

"I'm kind of curious myself," Xander threw in. "For a guy who seems to love the lovey dovey vampire romanticism of literary stereotypes, you missed out on the killing part."

Lothos arched a brow curiously at Xander, surprised that a mere mortal would use such a tongue with him. He sighed dramatically, putting the back of his hand to his forehead. Both Buffy and Xander rolled their eyes at him.

"For someone as old as I," he began. "You have very little to worry about in terms of premature loss of life. I could easily kill anyone I please and after so many years the thrill of the hunt fades. Stakes and crosses and holy water only become nuisances. What really threatens the old ones, my dear guests, is boredom. You wouldn't believe how years can go by and absolutely nothing changes."

He stopped and turned to Buffy, a wistful smile curling on his lips.

"Torturing you was the most fun I've had in centuries. When you left that dreadful city I found myself with nothing to do. I felt inclined to follow you. So here I am, and here you are."

"That's what this is?" Buffy spat. "You just want to torture me to kill your boredom?"

"I'm afraid you've oversimplified it, but yes, that why we're all here."

Buffy stared at him coldly, all the hatred she had for the vampire burning through her veins and causing her blood to boil. She felt the scar tissue on her face itch for revenge. She knew then that she would kill him no matter what. If she died too, fine, whatever. But she wasn't going alone.

"Now I thought about just sitting on my chair and watching you fight my forces. It'd be so entertaining don't you think? Much like the emperor of ancient Rome watching the Gladiators hack each other to bits. But I'm afraid I've already put you through that haven't I?"

Xander looked to Buffy, whose body was so stiff with rage she could have passed for a board. Lothos' hordes circled around the two of them and Xander crouched into a fighting stance waiting for the inevitable attack. He stood slowly when it didn't come.

"I have something so much more... fun in mind," he said with a grin turning his eyes to Xander. "Will the slayer be able to kill her boyfriend in order to stop him from killing her?"

"No!" Buffy shouted.

"What the fuck are you talking... about...," Xander began. He suddenly couldn't talk anymore and felt as if something had shoved him out of the driver's seat of his own mind. He watched helplessly from behind the shield of his eyes as his body moved to attack Buffy.

Buffy stared at him in horror, tears gently running down her cheeks as she saw Xander's eyes glaze over and his jaw become slack.

"You son of a bitch," she muttered at Lothos. "I'm going to love killing you."

"I wouldn't worry about me just yet," Lothos laughed. "I heard he is versed quite well in fighting mannerisms."

Xander rushed at her, the blank daze of his eyes nearly throwing her off. She dodged his swing easily and spun to counterattack. It took all of her will power not to strike him back with all her strength. He spun around, swinging his arms swiftly, and throwing out his legs in rapid kicks. She easily bobbed around his fists and feet and swept her left leg out to trip him to the ground. She jumped on top of him, forcing his arms down with her hands and keeping his legs at bay with her knees.

"Xander!" She shouted. "Fight it you hear me! You can fight it!"

He made no sound as he struggled against her. His face still held the blank expression as his body used all its strength. Lothos laughed merrily from his chair and Buffy turned her head to glare at him. Her one second lack of attention gave Xander he opportunity to throw her off of him. He leapt to his feet and rushed her again, swinging his arms and legs with precision. Buffy blocked as many shots as she could but Lothos' hold over him gave his body the advantage of not feeling fatigue. He just kept coming and coming and Buffy's arms began to feel heavy after blocking so many times.

"Fight it god damn it!" She screamed at him.

"Give it up Buffy," Lothos taunted. "No mortal can withstand my power. The boy is mine. So I suggest you keep fighting unless you want him to get the upper hand."

Xander leapt at her again and tackled her to the ground. He pinned her down and began to punch viciously at her face. She could only dodge by moving her head, but she knew he should have hit her by now. She looked into his eyes and saw that there was still nothing behind them, but his teeth were gritted with strain. She sighed with relief, turning her head against another punch. He was fighting it. He wasn't able to hit her because he was fighting Lothos' hold .

"Come on Xander," She encouraged. "Don't let this Dracula reject make you his puppet."

A low growl emitted from Xander's throat, and the blows against Buffy became slower and less accurate. Sweat dripped from his forehead with the effort. Lothos looked on bemused at the struggle.

"That's it," Buffy groaned, her body tiring from the weight of him atop her and his strenuous efforts. "Fight it Xander. Fight it."

Xander roared in pain as he threw himself off of her, clutching his head as he hit the ground.

"No!" Lothos shouted rising from his chair. "No human can resist my thrall!"

Buffy shot to her feet and glared at Lothos.

"Don't underestimate him," she said.

Xander still lay on the ground fighting Lothos' power on his mind as the other vampires began to advance on him. Buffy spun on her heel and kicked the one closest to him in the chest, sending it flying across the room.

"Enough of these games!" Lothos bellowed. "Kill them both!"

All the vamps in the room rushed to two of them and Buffy picked Xander up from the ground, tossing him over her shoulder. She swung him around so that his feet kicked out at three of the vampires, knocking them back and forming a hole in their numbers. She ran as fast as she could through the hole and busted out of the velvet lined room into the hall. She ran the only direction she could go and prayed there was a way out.

"Buffy," Xander said. "Put me down, I can walk."

She jerked to a stop and threw him on his feet. Grabbing his face in both hands, she stared into his eyes double checking that he was all there. She sighed in relief when she saw the fiery determination in the warm brown orbs. She kissed him briefly on the lips and grabbed his hand and they took off down the hall. They could hear the vampires giving chase behind them and roar of their fury. They hit a flight of stairs at the end of the hall and tore up them. No vampires were waiting along the stairwell. Lothos had been cocky enough to think that there wasn't the slightest possibility of escape. It was his own fault they were getting away so easily. Their legs pumped up and down as they moved faster and faster. The vampires were closing in behind and they weren't sure just how far down they were. Xander stopped on a step and spun to kick a vampire directly in the forehead, sending it crashing down into the others. He shouted a cry of victory and he turned to climb again. He'd bought them a few more comfortable seconds.

They reached a doorway at the top of the stairs and Buffy rammed into it, never slowing down for a second. It nearly flew off its hinges, she hit it so hard, and they entered into the small confines of a crypt. She looked around for something heavy to block the door and saw the remains of a marble statue lying on the floor. She rushed to it and dragged it by the deteriorating head and propped it against the door. Xander threw another chunk of marble that once could have been a tombstone, on top of the statue for good measure.

"That ought to hold them for awhile," she said.

"Buffy listen," he began. "About back there..."

"Hey," she replied, throwing up her hand to silence him. "You couldn't help it. I know that. Believe me I do."

He nodded, his eyes giving away his still guilty feeling over almost hurting her. He moved closer and she didn't shy away. It was something he could find himself getting used too. He slowly reached for her hand and she let him. He smiled faintly as his fingers entwined with hers.

"You saved me back there," he said.

"I did huh?"

"Your voice," he went on. "Helped me fight him. It gave me something to focus on."

"Glad I could help out," she mumbled looking away. "We need to get out of here."

"Yes we do." He said pulling on her hand toward the front of the crypt.

She kicked through the iron gates and they ran into the cemetery. They looked around the landscape, instantly recognizing it as Restfield. Xander couldn't believe that their run in with Theresa had been right on top of Lothos' new home. A small coincidence that sent a chill up his spine. They flew between tombstones and jumped over holes in the ground. They wanted to put as much distance between them and this place as possible. Xander stumbled when he felt something strike the back of his head. He crashed into the ground, no longer able to maintain his balance. He felt something land on his back and was quickly spun around to face it.

"Look me in the eye you worthless sack of skin," Lothos growled, his eyes burning yellow and his fangs glistening. "No mortal resists me," he seethed.

Xander could feel the mojo working its way into his mind again and he fought it as best he could. Lothos roared with the force of his power against Xander's resistance. He could feel all of the blood rushing to his head, his pulse pounded in his ears, and his eyes ached from the cold stare of the vampire. Suddenly, like a flash of some strange clairvoyance, he put down his mental wall of defense.

"You want inside my mind?" Xander asked, his teeth gritted. "Go ahead."

"Xander no!" Buffy shouted running at them.

Lothos grinned and stared into Xander's eyes forcing all his will against him. He laughed as Xander's eyes glazed over again. "Your friend is weaker than I assumed slayer!" He shouted. "He... he..."

Lothos' hands suddenly clutched his head, an unearthly cry ripping from his throat.

"No!" He shouted. "Nooooooo!"

He jumped off of Xander with his head still in hands. He writhed on the ground, screaming and kicking about. Buffy didn't hesitate; she ran to the nearest tree and snapped off a branch for a makeshift stake. Xander slowly moved to his feet and weaved on unsteady legs to the master vampire shaking on the grass. He dropped to his knees next to him.

"Not as fun as it looked eh Lothos?" He said tapping his temple. "I've got pain in here you wouldn't believe."

Buffy ran up to the two of them and kicked Lothos wickedly in the ribs before turning him over and pummeling his face. Her fists reigned up and down across his face, her slayer strength smashing bone and cartilage.

"You sick twisted son of a bitch!" She shouted. "This is for the scar!"

A massive blow the head.

"This is for making me feel useless!"

A swift kick to the groin.

"This for turning Xander against me!"

Her hand hammered down on his chest.

"And this," she said lifting the stake over his heart. "Is for Pike."

She slammed it down and Lothos cried out savagely, his flesh disintegrating into dust. Buffy threw the stake to the ground and stood shakily on her feet. She stared down at the bones of the creature that had made her life a living hell. A warm sense of closure washed over her and she kicked the skeleton once more for good measure. It was over. Lothos was dead. She felt Xander's hand on her shoulder and she turned and smiled faintly at him.

"We'll need to smash the bones," he said. "His minions could try to raise him if we don't. And believe me when I tell you how not fun that is."

Buffy nodded and looked around for a rock. She found one just big enough, lifted it over her head, and let it drop onto the skull. It cracked easily under the weight of the stone and she took her time repeating the process for the rest of the skeleton. She tossed the rock aside when she was finished. Xander smiled at her and nudged a shattered piece of bone with his foot.

"Fun?"

"Better than ice cream," she said dryly. "I'm getting a little sick of this place, I say we bail."

"Good Idea," he replied. "Giles and Willow are going to freak when we get back."

Buffy laughed lightly. "Let them."

They walked side by side leaving the graveyard, hands brushing lightly against each other. Once, twice, three times before their fingers hooked together. They smiled faintly at each other as they passed through the gates. They walked home in comfortable silence.