Disclaimer: Screw the disclaimer, I own them all. Oh who am I kidding. Okay, I own no one, nothing has changed, but hey a guy can dream right?

Rating: R

The plot thickens

Buffy rolled over in her bed and checked her alarm clock. 11 AM. Wow, what a nice sleep, she thought. The benefits of sleeping in the arms of a loved one. She smiled as she looked at her lover. Xander was still out cold. He had taken a week of sick leave with all the chaos surrounding their lives, and she was loving every minute of it. Well, not every minute since most of their time had been devoted to finding a way to stop Amy. But she loved minutes like this. Laying in his strong arms and just being at peace.

She sighed. It was half a sigh of contentment, but also of regret. They were supposed to open the Magic Box by noon, orders from Anya. William and Faith were also supposed to arrive then to help game plan for taking out Amy's vampire army. And with three girls in the house, getting ready always took forever. She gently nudged Xander. "Come on marathon man, time to make with the wakey, wakey."

"Huh, oh hey there," he mumbled at her. "I keep forgetting this isn't a dream."

"Nope. Real as ever," she said and leaned in to kiss him. She could easily go for another session of fun with her slayer healing powers, but she figured Xander was probably going to be having a hard enough time walking today.

She hoped off the bed and grabbed a towel from her closet. She could feel Xander's eyes examining her bare behind, and she moved slowly, making sure to give him a nice view.

"Can I join you?" Xander breathed.

"Sure you're up to it? We had quite a night," she called seductively.

"You better believe it," he panted. Buffy loved how hot she got him. She was also amazed at his recovery time. She had heard Anya make mention of him being a "Viking in the sack," but Buffy had no idea what she had meant. Until now.

"Well, as long as you're up to it," she said as she wrapped the towel around herself. When she saw Xander pout a little she said, "Just in case Willow or Dawn are up." He nodded and wrapped himself the same way. Then they heard Dawn scream. They exchanged glances and before he knew what happened, Buffy had thrown a tank top and shorts on. Xander followed behind, a little more slowly, struggling to get his boxers on and falling over. When he made his way downstairs, he felt sick.

There were clear signs of a struggle. A plant had been knocked over and there was a trail of blood leading out the doorway, to the wide open door. On the doormat there were strands of red hair.

"Oh, God," Buffy gasped.

"Willow?" Dawn called through her tears.

"How could this have happened. I didn't hear a thing last night. Did either of you?" Buffy turned to them but Xander and Dawn just shook their heads.

"I'll call William," Xander said. Buffy nodded. She loved how calm Xander was in a crisis. Even when it involved Willow. Buffy bent down and picked up the red hair. No, this couldn't be happening. It must have been a demon, she thought. Wil would never have invited vamps in. But Willow was beginning to use magic again, why couldn't she protect herself or call for help.

Instinctively Buffy moved over to Dawn and hugged her. A thought pierced Buffy's worry. Why take Willow and not Dawn? If this demon could strike without her knowledge, why not kill two birds with one stone? Something was definitely not right with this.

SUNNYDALE MOTEL

Faith opened her eyes just enough to see William drop his towel. The sound of the shower had brought her out of sleep. She guiltily decided she might be able to catch a glimpse of something if she played dead. And it was working. She got a full view of William's ass. And, oh yes he was bending down and picking up his.tweed. Okay, so tweed didn't exactly turn her on, but still he was hot.

William had pulled up his pants and turned around. She quickly shut her eyes, but it was too late. "Faith?"

Shit! "Hey Will," she tried casually.

"What, were, you, doing," he pronounced every word slowly, with a long pause between each one.

"Uh," she mumbled. Shit, shit, shit, shit.

She was checking you out you dote, Spike muttered in his head.

"What did I tell you last night," William muttered aloud.

"What?" Faith asked.

"Nothing, sorry. Faith," he sighed. "I have a confession to make. I find you, stunningly beautiful. I hope that doesn't make you feel uncomfortable. And I care deeply about you. But only as a friend. That's as far as it can go, that's as far as I'll let it go. You must believe me. I would never take advantage of you, ever. But I can't lie to you either. You must understand that I want to help you get your life back together and would never put my attraction to you above that."

Faith stood up. She knew she wasn't imagining things at the Magic Box. He was attracted to her too. "William," she started, her eyes burning into him deeply. What is that look, William asked himself. Desire you putz, Spike responded. This is the last time, SHUT UP!

She put her hands on his shoulders. "I have to tell you something." William wanted to kiss her. Or stop her, he couldn't decide. But he couldn't let her go on. The phone rang, breaking his trance. Before Faith could stop him, he picked it up.

"Oh, hullo Xander," he said into the receiver. Faith watched as William's face fell. "My, God. We'll be right over," he said and threw the phone down.

"They got Willow," he told Faith gravely. Despair hit her hard. Without Willow they'd never be able to cast the containment spell. Her feelings for William would have to wait.

As they left, William was newly determined to contain his feelings for Faith. In another time or place perhaps, but not now. The PTB put me here to do a job and I'm bloody well going to do it.

SUMMERS HOUSE

Xander had made them hot chocolate. It may have been December, but in Sunnydale it was 70 degrees outside. Still, hot chocolate was Buffy's ultimate comfort food. She smiled lovingly at Xander.

"Buffy?" a British voice called from the doorway.

"In the kitchen William," Buffy replied without thought.

"I say, I don't recall changing my name," the voice called back. Buffy sprung up and ran into the living room to throw her arms around the man standing there.

"Giles," she said muffled against his shirt.

"I missed you too Buffy," Giles replied returning the hug. "Strong as ever," he muttered and Buffy loosened her grip.

"Sorry, it's just," she couldn't bring herself to say it.

"Willow," Xander finished as Dawn ran to give Giles a second round of hugs.

"My, God, what happened?" Giles asked concerned. Xander imagined that he would be cleaning his glasses if Dawn hadn't trapped his arms.

"We don't know. We woke up and found the place like this," he waved his arm towards the fallen plant and bloodstains. "The thing is, none of us heard anything. Unless we all temporarily went deaf, something must have caused it."

"A silence spell. Interesting," Giles said, finally breaking free of Dawn's embrace and wiping his glasses off.

"But, Willow and Tara did a warning spell. It should have been set off if Amy tried anything," Dawn complained.

"Well, I don't know what to say," Giles finished.

"What, you take a couple months off and all of a sudden a lifetime of watcher training goes out the door," Xander quipped.

"Is it really the time for jokes Xander?" Giles warned.

"No, but when has that ever stopped me before," he returned. Xander was hiding his fear well. He had to be strong for them. But inside he felt like his stomach had been ripped out. Willow. He could barely stand to think about it. Whatever had done this had been brutal. And a part of him wondered if there was still a Willow left to save. They had no idea when this happened. For all he knew Amy had turned Willow already. No, he wouldn't accept that. They would save Willow, period.

"Tara," Xander suddenly had a thought. "Maybe she can do a location spell," he mused. Buffy nodded weakly.

"Good call Xander. Could you have her come over?" she asked. Xander was already dialing by the time she finished.

Giles examined his protégé. He had left because she had been leaning on him far too much. He had worried she would never learn to take care of herself if he stayed in Sunnydale. He questioned his decision constantly. But he was sure in talking to her over the phone that she had come full circle. And he had a life in England now. Still, something just felt right about being back in Sunnydale.

He was very happy for her and Xander. He had often found the youth to be quite annoying, but he had proven time and again that he was as loyal and brave as he was irritating. It was clear that he was taking good care of her. While Giles had never had children, he had often felt that when he had walked through the halls of Sunnydale High he had adopted Buffy, Willow, and Xander. Leaving them had been the hardest thing he had ever done.

"I think I will set up the location spell so that we can begin right away once Tara arrives," Giles told Buffy, slipping out of her hold.

"Good plan mate," William said as he and Faith came through the door. "Good to see you again Rupert."

"Spike? Faith?!" He asked.

William sighed. "You couldn't manage to tell him over the phone, luv?"

Buffy managed a brief chuckle. "I thought it was just something you had to say watcher to watcher."

Xander came in from the kitchen and replied, "Let me fill you in G-man." Even in a desperate situation he couldn't resist the chance to poke at the former watcher.

"Do, refrain from calling me that. You know I detest that name, so why do you insist on using it," Giles complained.

"That just wouldn't be nearly as much fun," Xander managed to smile at Giles, but he couldn't keep the sound of Tara's cries out of his head. Willow, she had sobbed. Xander took a breath to steady himself and went ahead to fill Giles in on all that had transpired over the last few days.

Buffy was starting to worry. It had taken Tara over an hour to arrive. "S-s-orry, I just."

"Don't worry about it Tara," Buffy said, relieved that they could finally start doing something to find her best friend. "Sit. Giles has the whole thing all set up."

"Giles is here," Tara perked up a little at this.

"Yeah, isn't it great," Dawn spoke up.

"Sure is Dawnie," Tara tried to return her smile, but it fell about halfway up. Willow, her poor sweet Willow. She didn't know how she was holding it together, but she had to. She had to cast the spell to find her. And once she did, she'd make sure Willow knew how much she loved her.

Xander and Faith paced nervously back and forth. They both had a great deal of energy and nothing to do with it. Faith wanted to start searching now, but she knew it would do them no good to just go out and start looking for Willow without a game plan. They were just as likely to stumble into Amy as Willow. Xander had a sinking feeling that if they found one, they'd find the other.

William and Giles had exchanged a brief and awkward greeting in the kitchen. William was sure Giles was feeling a bit out of place, so he assured him, "You will always be the only Watcher for Buffy." Giles nodded and went out to watch Tara perform the spell. That was part of his concern certainly, but the idea of Spike as a watcher. It's absurd he told himself. When he had a chance, he'd have to give the watcher's council a call.

Tara said all the right phrases and made all the right gestures, but the ray of light that was supposed to guide them to Willow simply bounced off the walls and finally stopped by burning a hole into one of the drapes. Buffy's heart fell.

"What happened?" Dawn asked.

"I'm afraid that Amy must be blocking Tara's spell," Giles answered.

"But, h-how could she know I'd be doing a l-location spell?"

"Pretty safe assumption. She knows we want Red back," Faith replied. "We have to do something."

"I agree," Buffy spoke up. She had been thinking desperately. She thought she might have a plan. "William, have you had any contact with your old sources since you changed?"

He thought a moment. "No I don't suppose I have. I could though, why?"

"So they don't know that you've changed yet, right?" Buffy asked.

William looked at her strangely. "I'm not sure. They have their own sources who may know. May I ask where you're going with this?"

Xander knew. "Looks like I get to play my favorite role, laundry man," he said triumphantly.

Buffy smiled despite her despair. "Good, you know what I have in mind. Go see what you can dig up." Xander winked at her and bolted up the stairs.

"B, what is this all about?" Faith asked annoyed. Willow was in grave danger and she and Xander were playing games.

"You'll see."

BAD SIDE OF SUNNYDALE

"I still must say, I find this plan extremely dangerous," William whispered to Buffy and Xander as they made their way to one of the demons favorite hangouts, a bar called The Crypt.

"You got a better idea?" Buffy whispered harsher than she had intended.

"As a matter of fact I do. You and Faith go in and beat the buggers silly until they tell you what we want to know!"

"William, it has to be you. They aren't going to tell the slayer, Amy has them scared in a way I've never seen before," Buffy told him.

He sighed, "I know. Still, I find this extremely dangerous."

"Your objection is clearly noted," Xander said. "Look Buffy, Faith and I will be just outside if we hear things getting bad, we'll spring to the rescue."

"You can count on us," Faith said from behind them. She loved William's new look. That black leather jacket, dark red shirt that clung to his developed abs, and those damn leather pants. She was hoping when this was over to convince him leather was much better for fighting than tweed.

"All right, here goes bloody nothing," William sighed and carried himself in a way all too familiar to Buffy and Xander. Just like Spike they thought.

SUMMERS HOUSE

Giles watched the door, crossbow in hand. He had thought it a bad idea that both Buffy and Faith go on this mission, especially with Dawn in the house. But Buffy had somehow managed to convince him that Faith had to come along in case things got ugly. What about if things get ugly here, he thought to himself. Some things never change.

Dawn was alone in her room. Tara had decided to go home and rest. The spell she cast had taken a lot out of her, even though it hadn't worked. Dawn wanted her to stay there and rest, but Tara was determined. Just doesn't want me to see her cry, Dawn thought. But why not, that was all Dawn was doing. It made it worse that there was nothing she could do to help. She had to sit around and wait while Willow was being hurt, or worse. What's the point of being the stupid key if you can't use it for anything, she whined to herself.

Giles heard a noise from the back door. He turned his crossbow to the back door and charged. "Hold it right there," he called.

"Giles!" a familiar voice called to him.

"Bloody hell," he muttered.

THE FACTORY

Willow opened her eyes. Mistake. Ow! She rubbed her temples and tried again. This time the world, grudgingly, came into focus. Despite her grogginess, she knew exactly where she was: The factory. Can't you vamps ever come up with a creative hideout?

It had been remodeled since the last time she had been there. The hole in the floor that Cordelia had fallen through over three years ago had been patched up. There was new furniture, and it had a decidedly womanly touch.

Willow tried to stand up and fell back to the new sofa instantly. "Again with the ow!" she cried aloud. She heard a loud growl and opened her eyes again. Werewolf Oz was only five feet from her, watching her. Her mind put the hazy pieces of her last memories together and she now remembered what had happened. She regarded the werewolf. "Okay, not that I'm not grateful, but huh? How did I get here?"

"Let's just say Oz has been, domesticated," a voice purred from an unseen corner of the factory. She stepped out from the darkness and Willow gasped, which was a painful expression.

"A-amy. How are you? Oh no, am I?" Willow rambled and felt her face.

Amy laughed. "No, not yet my dear. I do have great plans for you," she whispered and advanced on her. Willow tried to move away, but Were Oz blocked her path. "He's domesticated to a point dear. Don't make me upset, or he may just have, dare I say it, a scooby snack."

"Okay, so that was the worst pun ever," Willow said, then she remembered how powerful Amy was and backed away. "I mean, you know I just get used to slayer puns and all," she rambled.

Amy had reached her. She took her hand and smelled it. "Fear. You have no idea how much that smell turns me on." She licked her lips.

"You know, the whole gay thing is really overrated. I'm not so good at it and all, so you don't want me. I suck, I mean at suck at it, I mean no wait what I meant to say is I'm bad. Not in a bad need to be punished way," Willow rambled until Amy silenced her with her lips. Willow tried to keep rational thought, but she was pulled irresistibly to Amy. They kissed for what seemed to Willow like hours, and then Amy pulled away.

"All better?" she teased Willow. Willow could only nod. She was so turned on. Her mind tried to regain control, but it was no use. Amy ran a finger along her jaw, then turned to leave. Willow was stunned.

She stopped just as she was about to enter the darkness from whence she came. "Oh, and Willow, you do know that you're never leaving this place alive." Amy's grin followed her into the darkness.

THE CRYPT

"Mate, let me have a double shot of O-neg, the good stuff no cow's blood," William said as he pulled up a stool. He looked around. The place hadn't changed. And yet, it had somehow. The mood was different. The carefree demons that bragged to each one about how they were going to off the slayer and her pals had been replaced by demons that were downcast and afraid.

"Spike," the Ravig Demon that tended bar said to him. He had human features, except that instead of fingers he had tentacles. "You shouldn't have come back," he continued as he poured the blood. The smell almost made William lose his lunch.

"Why's that mate?"

"Amy won't stand for it. All the demons in this town work for her now, and they report to her. She must already know you're back, and she won't allow you to help the slayer," the demon whispered.

"Who said I want to help the bloody slayer. Didn't you blokes hear," William made sure to speak up as loud as he could. "Spike got a chipectemy. The big bad is back!" He grabbed his glass and slammed it down. Tentacles quickly grabbed his hands.

"Look, Spike, if you want to stay alive, go offer your service to Amy. But, you work for her. No one works alone anymore."

"Well, I could do that. Where would I find the all powerful lassie?"

"She'll find you," the demon sounded petrified.

"Okay, one more thing. Rumor has it that one of the slayer's crew got grabbed. I was thinking, since the slayer still trusts me, maybe I could lead her to a trap. You know, show my loyalty to the all powerful," William added. He knew that he wasn't nearly as convincing or powerful as Spike was, but he was doing his best.

It seemed to be working. The bar tend gave him a look. "Well, I have heard some stuff," he started.

"Tell him nothing!" A vampire from the back shouted. William saw that he was not alone. At least twenty vamps followed behind and the rest of the bar emptied quickly. "He's human," the lead vamp finished.

"Damn it Spike! You bastard, you could get me killed. Conversing with a human, that's high treason!" The Ravig demon tried to escape through the back door, but was stopped by some of the vampire guard.

"Don't worry, he won't be for long," the lead vamp had a maniacal look that sent chills down William's spine.

"Oh, pet, now would be a good time for some help!" He called, hoping his voice would be loud enough.

"You think that you're going to scare us, William the Bloody," the lead vamp mocked. "Scare us with phantom slayers. Please, she's so busy trying to find that dumb witch she's too oblivious to what's happening right before her eyes," he laughed.

"And what would that be," Buffy called from the door. "Please, fill me in, cause I'd love to know what's right in front of my eyes." Faith followed her in, and Xander, lightsaber in hand, crept in behind her.

The lead vamp was taken aback, but didn't lose his edge. "Nothing you'll be alive to see. KILL THEM!"

"Twenty to four odds, I've seen worse," Faith quipped to Buffy and leapt into the fray. Buffy followed suit and threw herself into the charging vamps. The two slayers became a whirl of arms and legs. William was holding his own against his attackers. He was thanking the PTB for not stripping too much of his strength when they granted him his humanity. A vamp was about to blind side William, but Xander thrust his lightsaber into his back. It took a few seconds for it to burn through the vamp's skin, but when it did the vamp's heart caught on fire and he turned to dust.

Buffy and Faith dusted vamps without thought. It all seemed too easy to Faith. Something was up. Faith took a shot to the chest and crashed over a table. When she got up she took a look around. She saw that William and Xander were doing all right, each holding their vamps at bay. She looked back to see Buffy in the middle of about ten vamps. Wait a second, she thought. They had only had twenty vamps when the slayers had come to the rescue. She had dusted at least ten, and so had Buffy. Realization hit her like a wrecking ball.

"B, it's a trap. They just keep coming!" she shouted, dusting a vamp that got within her range.

"Too late now," Buffy called as she spun her legs around, hoping to get out of the circle of vampires.

"It's never too late. I sealed off the passage they were coming through," a voice called from the back entrance the vampire army had been using.

"What the," a vampire lieutenant started before he was dusted. The figure threw Faith a crossbow, and leveled his own at the circle of vamps surrounding Buffy. They let loose a flurry of arrows, evening Buffy's odds.

Xander didn't have a chance to notice this as he was flung across the bar, his lightsaber careening somewhere unseen. "Hey! That hurt!" He yelled at the vamp that had thrown him. He heard a growl and looked up to see a vamp, midair, headed right for him. No weapon. Crap. He threw his hands up defensively, and was treated to a mouthful of dust. "Huh?" He looked around and saw his rescuer. "Dead-boy!"

"I'm going by Angel these days," he quipped as he shot an arrow into a vamp that was about to take a bite out of William. Angel and Faith, now well armed, had little trouble dusting the remaining vampires.

"I still prefer Dead-boy," Xander mumbled as he looked around for his lightsaber. He heard it snap to life and looked over to see William brandishing the weapon. "Hey Dead-boy, previously-Dead boy took my weapon, toss me a stake."

"What's that, did you hear something Buffy? I don't know any Dead- boy," Angel joked. The vamps were now on the run and Angel knew that if Xander kept out of the way they wouldn't bother with him.

Buffy, who was now less surrounded, yelled at Angel. "Give him a stake! NOW!" Angel was unprepared for her anger and tossed Xander a stake. Xander couldn't help the smile on his face. He ran over to William and finished off the last three vamps. Buffy, Faith, and Angel had done the same to theirs, but Buffy had grabbed a hold of the retreating lead vamp.

"Where's Willow?"

"I think that's a children's book," the vamp spat out.

"No, no. That's Where's Waldo? I should know, I went as him for Halloween last, I mean when I was younger," Xander told him.

"Later Xan," Buffy chided him. She turned her attention back to the lead vamp. "We can do this the hard way, or the really hard way," she moved her eyes over to Angel and then back to the lead vamp. She hoped that the pair would still be as intimidating as they once were.

He was less cocky, but still held his ground. "Nothing you do to me could compare to what the mistress would do to me."

Angel chuckled, playing the old game he and Buffy had perfected long ago. "She didn't mean she was going to let you live. It's just a matter of how painful your death will be."

Thoughts of castration, amputation, and violation ran through Faith's mind. No, no more violence she thought. Faith's face contorted and she bolted out the door. William followed her.

"Faith. Faith stop!" he called at her. She stopped and turned to face him, tears in her eyes.

"I can't be here. I'm not ready to face this," she whispered. William came to face her.

"Yes you can. I know how strong you are. You can deal."

"No, you don't understand. I wanted to be the one to torture that vamp. I wanted to beat him until he screamed for his life," she was crying freely.

"But you didn't. All you need to do when you feel that way is come to me. We'll get through this together, we're a team," William was tore apart inside. The girl was so scared.

"Promise me. Promise me you'll never leave me like all the other men in my life," she whispered as she laid her head on his shoulder.

"I will always be your friend. And your watcher," he added, gently trying to remind them both of their situation. A watcher and a slayer, I know this isn't what the PTB had in mind.

Faith was disappointed, but at least she knew she'd always have a friend to lean on. "Thanks. Sorry I freaked, just, it's hard ya know?"

"I know," William whispered in her ear. "Let's go see what they got out of him." He pulled her back into the bar.

Buffy looked disgusted and Xander and Angel were leaning on a table.

"Nothing?" Faith asked unnecessarily. It was getting to be a long time since Red's been taken, Faith thought to herself.

"Bingo," Xander said dejected. He slammed his fist into the table. "Damnit! It's probably too late already. I hate vampires!"

"Now, now, your present company may take offense to that," a voice purred from behind them.

"Amy," Buffy spat out and grabbed a stake. Buffy was determined to make Amy pay.

The witch chuckled, "Be kind my dear. That is of course if you want to get your friend back alive."

"Willow's still alive?" Xander asked, a mixture of hope and mistrust swirling in his voice.

"Yes. For now. I have a deal to make."

"Then talk," Buffy demanded. She knew it would be a trap, but if Willow was still alive she needed to take that chance.

"Play nice slayer. Put your toys away. By the way Angel, very inventive, blowing up my tunnel. And burying my army beneath the rubble, fabulous. Of course, you know there are more when that came from."

"Make with the small talk later, where's Red?" Faith demanded.

"Such anger in this one, got your hands full William," Amy replied.

Angel had enough. He charged at Amy, and found himself suspended in midair.

"What did I just tell you about playing nice?" Amy growled.

"Put him down and make your offer," Buffy told her. Amy glared at her, then shrugged and Angel fell to the floor.

"As you wish. Here's the deal. I have Willow. You want Willow. You have the key. I want the key. Bring the key to the factory tonight at midnight. Come alone or bring your gang I don't care. I will be alone."

"How do we know we can trust you?" Faith asked.

"You don't. But as long as you bring the key, you get the witch."

"If you captured Willow, you could have taken Dawn," Buffy stated. What the hell was she up to?

"Hey, let's not look a dumb gift vampire in the fangs," Xander offered.

"As funny and charming as always Xander," Amy smiled vehemently at him, then turned back to Buffy. "I have my reasons. Take it or leave it. I assume you will wish to fight me when you bring the key. Feel free, I'm in need of a good workout," and with that she snapped her fingers and was gone.

SUMMERS HOME

Giles poured three cups of tea. Dawn took the cup and poured four spoonfuls of sugar into it.

"I say, is that really necessary?" Giles asked the young girl.

"As I remember, you make to the strongest tea in the world, even for an Englishman. Wesly's isn't even in the same league as yours," Cordelia Chase teased as she too poured a great deal of sugar into her cup.

"You're sure they're okay?" Dawn asked nervously for the upteenth time.

"I promise Dawn. Angel should have arrived just in time," Cordelia promised, referring to the vision she had which prompted their early arrival.

"They're very resourceful," Giles promised. He then shifted gears. "I called the watcher's council this morning. I was very discreet, asking what they had heard about Faith. As far as they knew, Faith was still in a coma. They had no knowledge of her body swapping experience or her imprisonment."

"But, Spike's telling the truth. He has to be," Dawn whispered, not even wanting to entertain thoughts that this was a trick.

"This would be quite an elaborate tale to concoct. And Spike has clearly had his humanity returned, but why him?"

"And not Angel?" Cordelia finished for him.

"Well, yes," Giles concurred. Giles was very concerned about the situation. If Spike was using some kind of dark magic, bringing a loose cannon slayer into the mix could destroy them all, especially in a time of such crisis. For all they knew, Amy had this entire series of events set to her wishes.

"I don't know. The whole thing troubled Angel when William called. But he said he just had a feeling, and off we come, running to Sunnydale," Cordelia sighed. Giles reached out and squeezed her hand.

"And we're grateful for it."

"Giles," Buffy called from the living room. Cordelia, Dawn, and Giles went into the living room to see William, Faith, Buffy, Xander and a smoldering pile of black cloak stumbled into the room and sit down. Angel threw the cloak off and the smoke began to die down.

"Nice tan," Xander quipped. Angel just glared at him. Angel didn't know about him and Buffy yet, and Xander was determined to push the vampire to his limits.

"Play nice boys," Faith told them and dropped into a chair.

Giles sighed, "What did you find out?"

"That Amy has Willow holed up in the factory," Buffy explained. "We're supposed to met her at midnight."

"Just like that?" Cordelia asked. "Hi by the way," she waved at the gang. Buffy smiled at her, same old Cordelia.

"No, she said something about a key. I didn't understand that," Angel said. Dawn paled.

"Smooth dead-boy," Xander hit his arm, taking secret pleasure in Angel's lack of tact. The look on Dawn's face killed Xander's tiny victory, however. She was so scared. She reminded him of a younger version of Willow so often. He would never let anything happen to her. And he would save Willow.

Angel looked from Buffy to Dawn and understanding came over him.

"Oh," he said quietly. He wished Buffy had filled him in on that little detail.

"It'll be fine Dawn. You'll stay here with Cordy and Giles, and we'll get Willow," Buffy consoled her.

"Why didn't she just take me last night?" Dawn wondered.

"The lead vamp said something about being too concerned about Willow to see what's going on in front of our eyes," Buffy answered. None of this made sense to Buffy. If Amy was so all-powerful, why did she need to draw them into a trap.

"Willow's just a distraction?" Giles asked. Was Amy just toying with them, playing games? He wondered

"But Amy had seemed so, into Willow at the cabin," Xander stressed into.

Buffy shot him a look, but went on. "Maybe. Look, regardless, we have to try and save Willow, trap or no trap. Giles call Tara and get her over here. William, Faith, go to the Magic Box and bring the heavy duty weapons. Angel, you had luck stopping the vampire army at the bar, see if you can come up with a way to keep them out of play, I don't trust Amy to keep her word."

William stopped her. "I'll take care of that. I have a plan." She looked at him, but he said nothing more.

"Fine," she sighed, "Xander and I will get the weapons and you can make your plans. Faith, Angel see if you can help Cordy get the house prepared to defend against any demons. Amy seems to be able to call them at will. Any questions?" No one said anything. "Let's go."

As he watched Buffy take charge, Giles' heart filled with pride. She was standing tall, making her plans without needing to lean on anyone. She had grown up wonderfully.

Angel watched Buffy and Xander exit the house. He was not unaware that she had slipped her hand into his. A surge of jealousy filled him. He quelled it quickly. She needed to move on. Her rebound guy had turned into a perverted commando. She deserved a somewhat normal guy.

Plus, Xander had loved her as long as Angel could remember. Angel recalled the first time he had made that clear. The night Buffy had faced the Master. Earlier that day Buffy had rejected Xander, mostly because of her love of Angel. As they had made their way down to his lair, Angel had called him on it. "You love her," Angel had said. "Don't you," Xander had replied. Even after all that, it was Xander who brought her back to life. He decided that he would be happy for the couple.

Cordy had watched Buffy and Xander too. Even after all this time, her heart still puttered a little when she saw Xander. The first man she had ever really loved. And a little part of her heart broke when she saw him holding Buffy's hand. She didn't know why. She had dumped him long ago, after he had cheated on her with Willow. The three of them were still together.

And that was part of it, he was so damn loyal, she told herself. Finally being with Buffy after all the times she had rejected and hurt him. Not ever losing touch with Willow, even though they had grown apart, or so Giles had said. Even after a half year of Cordelia constantly attacking him, trying to hurt him like he had hurt her, he had bought her that wonderful prom dress after he found out she had been cut off. A part of her would always love Xander, and would mourn her loss.

"Cordy," Angel whispered.

"I'm good," she answered his unspoken question. "You?"

"I'm happy for them," he brooded.

"Sure, and I'm the queen of Egypt," she smiled at him. She knew that Buffy could really mess Angel up, especially when her attentions were on other men. Despite his brooding, he offered her a smile in return.

"Denial ain't just a river."

"You have been hanging around the slayer too much, your starting to pun."

THE FACTORY

Willow had tried to use magic to free herself, but it had failed miserably. She had tried to call to Tara or Xander her two closest friends, nothing. She tried a strength spell, but is actually zapped some of the precious little strenght she had. She had even made an attempt to un-wolf Oz, but he only growled at her and eyed her as if she was lunch.

Any time she called a spell up, she could felt like she was grasping at something just of her reach. She must be blocking my magic, she is the strongest witch I've ever seen if she can block my magic, Willow lamented. She didn't understand what Amy was up and why she hadn't been turned but she thanked goddess for small favors.

"Well, your friends should be here shortly," Amy came out of the darkness and told Willow. Willow felt happy to see Amy. Woah! I can't be happy to see Amy that is bad. I'm bad. I need to be spanked. STOP THAT! She yelled at herself. Her mind was suddenly so foggy.

"Oz doesn't seem to like you anymore," Amy waved at the werewolf, who just glared at Willow.

"No, seems to have gotten over me," she replied.

"How would you like a new friend to play with?' Amy asked enticingly. Despite her best efforts to keep her wits, Willow nodded. "Good," she said and clapped her hands. Amy's servant woman came out of the darkness, dressed in nothing but a white see through negligée. Willow's jaw dropped. That couldn't be. But it was, somehow. Willow couldn't believe her eyes. Amy came up to her and looked her in the eyes. Willow lost control, she felt Amy take her mind over and Willow's only thoughts were to obey.

"We're going to have lots of fun together, a happy little family," Amy smiled suggestively. "But first, I have a little game I want to play with some old friends."

MAGIC BOX

Buffy and Xander had pilled the weapons into a big trunk. They had gathered axes, swords, and daggers as well as the conventional holy water and stakes.. Buffy wasn't sure how much good it would do against Amy, but it was worth a chance. The only thing that had gone her way that day was Angel. Not only had he saved their lives, but Buffy didn't feel anything towards him. Respect and friendship, sure, but not love. She had secretly worried that she would find herself drawn to him again, just like the last time she has seen him right after she had come back. Nothing, it was vanilla at best.

Xander's touch on her shoulder snapped her thoughts away from Angel. "Hey you," she slipped her arms around his waist. With everything that had happened today, she hadn't had a chance to see her lover much. He had again managed to be her rock during a crisis.

"Hey yourself. I have to say, as much as I hate to admit it, a big woo-hoo for Angel," he said. He was trying to gage her reaction, see if the name Angel brought up any emotions on his girlfriend's face. He had learned very well how to read her emotions.

"Forget Angel," she said, surprising Xander. She wanted him to know that the Angel part of her life was over, once and for all. "A big woo-hoo for Xander." She kissed him. She put all of her emotions into it. Her fear and her love. A small part of her wondered if this would be the last time she would ever get to kiss him. It wasn't unreasonable to think that she or Xander, or both of them could die. They were walking into a trap and they knew it. All for Willow. And neither of them would have it any other way. Together til end, she had heard Xander say not that long ago. She just prayed this wouldn't be the end.

Xander seemed to read her mind. He broke their kiss. "Hey, we'll make it through this. I won't let anything happen to you," he smiled at her. She wanted to believe him. She wanted to tell him she knew he was right, they'd be fine. But she just couldn't maker herself accept that. She had a bad feeling. It reminded her about her feelings going into the battle with Glory. And that had ended in her death.

He brushed his hand through her hair. "Come on Buff, we'll save Willow. We can throw a 'dance on Amy's dust party' when it's all over."

Her voice deserted her. She started to cry and brought her head into his chest. He lifted her chin up and kissed her deeply. His words were for her. He didn't believe anything he told her. Even if they managed to get Willow free, he knew that one of the gang would die in the process. He just had to prevent it from being Buffy. At any cost.

"We need to get back," Buffy said after they finished their kiss. He nodded and they threw the trunk into Buffy's new SUV. He had teased her relentlessly about it. She had hated the jeep so much, and the SUV was so much bulkier. She had told Xander that it would be handy if they ever had to ram some badies. He still brought it up every time she mentioned how the ride handled.

He ran back into the store to lock up. The phone rang. He was going to let it just keep ringing, but decided to pick it up.

"Magic Box, sorry we're cl."

"Xander," the voice came weak and small. He recognized it immediately.

"Anya, what's wrong?"

"Xander, they, they were waiting for me. They destroyed the box of alavance, and hurt me. They thought I was dead, but I called the 911. I just wanted to tell you that I still love you." Her words came out almost as one. She was using all her energy to talk.

"Anya, slow down!" He screamed. "Who was waiting for you?"

"Demons, vampires. Xander, I love you." The phone went dead.

"ANYA! ANYA!" He screamed, pounding the receiver against the wall.

SUMMERS HOUSE

"Tara is either not answering her phone or not home," Giles concluded, having tried her several times. He was worried that she might have done something rash. But it's not her style, he consoled himself.

"Looks like no magic," Dawn sighed. She was scared. Buffy hadn't told her that Amy was after her especially. Who does she think she is, my big sister, Dawn thought. I'm putting all the lives of the people I love in jeopardy and I'm not even real. Who knows what Tara was up to. At least she was probably doing something, she told herself. Then, Dawn made a decision. If Buffy could do it, so could she. "Giles, let me go along."

"Dawn, it is far too dangerous. You must stay here with Cordelia and I to keep out of harm's way," the watcher told her.

"No, Giles you don't understand. I mean, make the trade and let it be."

Giles stared at her for a moment. "No. No. Absolutely not, out of the question." He stamped his foot for emphasis. We don't need this from her now, he thought.

"Why not? If you give Amy what she wants, then she'll let Willow go and you can make another plan. Use Willow for the containment spell. If we try and break Willow free, someone's going to get hurt."

"Dawn, if we make the trade, you'll get hurt!" Giles shouted. He softened his tone and looked at her. "Dawn, your sister would be heart broken if you got hurt."

"I'm tired of putting everyone's life in danger. I'm coming. If Buffy can sacrifice her life for me, than I can put myself in danger for Willow's sake," Dawn said.

"Dawn, if Amy got hold of you. Well, the results could be, disastrous." He said as he imagined Amy opening dimensional portals at will. Dawn's shoulders slumped. "We will get Willow back. Buffy and Xander would never let anything happen to her. You must trust in that," he told her gently, laying his hands comfortingly on her shoulders.

"Well, as long as everyone is okay in the end," Dawn relented.

"That was a very gracious sacrifice you were willing to make. Buffy would be very proud. I'm very proud." Dawn managed a smile, but still felt guilt eat away at her.

Angel and Cordelia had set a fort up in the basement. Angel wondered what had happened down there. There were water stains everywhere. Oh well, he thought. Giles, Cordelia and Dawn would stay in the fort when they made their move. It was small enough that Angel thought Cordy and Giles would be able to do a protection spell to create a barrier similar to the one that kept vampires out. Hopefully they could make the spell work against demons as well. Giles and Cordy had both cast a number of spells in their day, but Angel knew neither one was as powerful as a full-fledged witch. He hoped that Giles would be able to reach Tara. Of course, convincing her to stay in the fort while they went to save Willow would be tough. He had been told they had broken up, but Angel knew he wouldn't be content to sit around in a fort if Buffy's life was in danger.

"Interesting setup mate," William called as he made his way into the basement.

"It works," Angel said shortly. When William had called, something had told him that he needed to be in Sunnydale. Still, seeing Spike as William was disturbing.

"It was good of you to come," William told him.

"Sure. I wouldn't want the world to end, kinda takes the fun out of it."

"Your time will come," William said simply.

"Come again? Saying I'm going to die soon, though it may be a relief after what I've been through." William sighed inside. He was going to be this way, should have known.

"Not what I meant. I know you're wondering why I got my redemption so quickly, and you've had to wait so long and endure so much pain."

Woah! How the hell did William nail it down so much?

"The PTB gave me permission to let you know. Just keep up the work and you'll get your chance. I know you don't understand yet, but they still need you the way you are. But keep fighting the good fight and it will all be right."

"Thanks," Angel muttered.

"You know that once you leave Sunnydale, you will be stripped of that memory. But I thought you should know you weren't being punished. It was just my time to serve in a different role."

Angel regarded him carefully. He was relieved to know he was doing the right things. And he supposed Spike was better served as a watcher anyway. "Yeah, well, tweed isn't really my style anyway."

William chuckled and headed back up the stairs. He was nearly ran over Faith. "Sorry," he mumbled.

"Five by five," she told him. She held onto him just a little longer than was necessary. "Like what you see?" Faith asked.

"What, wha," he stuttered. He thought he had put this straight earlier. Watcher/slayer relationship only.

"The fort?" Faith asked. She has been curious to see where his mind would go, and she had her answer. Which pleased her to no end.

"Ah, yes. Quite, well put together," he said. He instantly cursed himself. Well put together, bloody wonderful, lead her on a little more William. Faith only smiled, nodded and walked downstairs.

William went into the living room and looked over the three that would be staying behind. Giles and Dawn were finishing a conversation and Cordelia was watching TV. He was about to say something to her when Xander and Buffy came in. He knew something was wrong instantly. So did Giles.

"What happened?" Giles asked and walked to his slayer's side. Xander just stared at the floor.

"Something happened to Anya," Buffy answered.

"My God, what?" Giles sounded greatly concerned.

"Amy's men. They were waiting for her at the magic store. Destroyed the box of alavance, and," Xander trailed off. Anya. How could this have happened?

"Is she going to be okay?" Dawn asked carefully.

"We don't know. Xander said she had called 911, but the phone went dead. We don't know if the medics hung it up, if she just passed out, or if the demons came back to finish the job," Buffy said sadly.

"Damn it! I should have gone with her. None of this would have happened if I'd gone with her," Xander moaned. Guilt swirled around in his head. He was so much happier with Buffy, but was his happiness worth Anya's life?

"Don't say that," Buffy said. She grabbed her boyfriend's shoulders and stared him in the eyes. "If you had gone with her, I'd have lost you too. I couldn't handle that," she proclaimed, and she knew it was the truth.

"How are we ever going to get Willow free. We couldn't even protect Anya," he despaired. His imagination was running wild, showing him images of his ex with different wounds. They were all grotesque. They were also fatal. This was a suicide mission, we couldn't even do the containment spell, let alone pry Willow away from Amy he told himself.

"We don't know that she's dead," Giles tried gently. "You must have hope. Anya is a very resilient girl."

"If we had never broken up, this wouldn't have happened," Xander said, his guilt consuming him. How could this happen. First Willow. Then Anya. If he lost Buffy, he would die.

"Xander, you mustn't blame yourself. Buffy's right, if you had accompanied her you would be in the same predicament," Giles offered. The boy needed guidance. Giles had to give what he could.

"Xander," Buffy said. She didn't know what words to offer him. She knew what he was going through. Blaming yourself directly for the death of an ex could eat away at you. She remembered when she had blamed herself for Angel's death. She had left them all to deal with it. She hoped she could reach Xander.

"I love you Buffy," he said out of the blue. She looked him over and her eyes urged him to go on. "That's why this scares me so much. With all the demons and apocalypses we've faced, we always came out on top. I just built this little bubble around us. We were unbeatable. Even death couldn't stop us. Then Jenny died and I was rocked a little but I was still confident. When Angel died, he came back. Your mom died, but of natural causes. I was still sure no demon could ever get us. Then you died, and my bubble burst. But we brought you back. After you got back to being the Buffy I love, I just started building the bubble back up. Now Willow and Anya are either dead or in grave danger. I can't lose you again. There won't be anything left to put back together."

"Oh, Xander," she threw her arms around him. She was touched to the core. She held him for a few moments, then released him. "You'll never lose me again. I promise."

"It's almost time. We should get ready," William said gently. They both nodded.

"I'm going to call a couple hospitals in, oh God I have no idea whether she was," Xander muttered.

"We'll figure it out Xander. The important thing is to focus on the task at hand. There's nothing you can do for Anya right now. Willow's fate is still in our hands," Giles told him. Xander managed a nod. Buffy's promise had been sweet, but did little to reassure him.

Buffy slipped down the stairs to retrieve Angel and Faith.

"Hey B, show time?" Faith asked.

"Almost. Faith, could you go get Dawn and Cordy," Buffy asked. Faith nodded and went on her way.

"We haven't had much of a chance to talk," Buffy said, trying her hand at conversation with her ex.

"Never much for small talk between us. What's wrong? You were crying. I see the stains on your face," he added when she looked at him strangely.

"Anya was attacked at one of the magic shops. We don't know if she's okay. Xander's taking it hard, blaming himself."

Angel paused for a moment. "I'm sorry about Anya." It seemed almost trivial to talk about after that, but he knew what it was she was trying to get at. " But I want you to know that I'm happy for you and Xander, you two deserve to be happy. Are you happy?" There was a mix of curiosity and pain. He wanted her to be happy, but there was a large part of him that wanted it to be with him.

Buffy knew this, but wouldn't lie to him. She owed him that much, she thought. "More than I've ever been."

"Good," he said, doing his best to hide his disappointment.

"How have you been?"

"Well, I don't know how to answer that," he mused. "Everything is just so," he searched for the words.

"Let me guess, complicated?" Buffy finished for him. He nodded.

MEANWHILE

Amy didn't think the slayer could defeat her. But she decided that she would be safer rather than dead. She knew that most demons underestimated the slayer and her friends and didn't live to tell about it.

Willow and her other servant were assisting her in casting this spell. Amy smiled at herself, everything was just going so well she thought. Be cautious with the slayer though. Her friends were her greatest assets. Not after this, she laughed.

Amy laid out the pictures she had gathered from Willow's purse. They started to chant. She then grabbed a small vile of blood and poured it on the picture, chanting, "Relive, relive, relive."

SUMMERS HOUSE

William found Faith alone in the living room. "Where did they go?"

"Where did you go?" She fired back.

"The john if you must know."

"Oh. Well Dawn and Cordy went upstairs so she could show Cordy her new outfits. Trying to take her mind off of everything. Giles and Xander are trying to find out what happened to Anya. Buffy and Angel are downstairs doing God knows what. That enough info for you?"

"Yes, I think that should do."

"Did you take care of the vampire army?" Faith asked. William had been very sneaky about his plan, and Faith wanted details.

"I should think so. Only time will tell, but they should be too preoccupied to worry about us."

Faith eyed her watcher. "No details."

"No details," he said as an evil grin played on his face. Faith knew he had something up his sleeve, but she gave up trying to pry details out of him. Faith took a deep breath. She needed to tell him.

"William," she started.

"Yes, Faith."

"I know there's a good chance we may die. I just wanted to tell you that, well, if my life after is anything other than pain and torment, I owe that to you. I just wanted you to know you've meant that much to me." She leaned into him and kissed him. No time to object now, she thought to herself. It felt good and natural.

Stop her, his mind screamed. But it was too late. Their lips had met. And he wouldn't have broken the kiss for the world. It was natural and tender. Their lips opened and their tongues met. My God, you love her, he told himself.

Faith broke the kiss. Since he had found her and gotten her on the straight and narrow path, she had gotten over game playing. For the most part. If he wants more, he'll have to come and get it, she thought. A little gameswomanship seemed in order. If he wanted to fight their attraction so hard, he would have to be the one to initiate next contact. It seemed like a fair deal to Faith.

William was shocked when she broke the kiss. He wanted more. The rules be damned, he loved her. He was about to grab her and kiss her again, but Xander and Giles wandered in. Soon pet, soon, he told her subconsciously. If we live that long, Spike told him. I told you to go for it sooner, but noooo Spike doesn't know anything. Dawn and Cordelia came down the stairs then as well.

"Almost midnight," Dawn whispered.

"Yup little bit. You take care," William told her and gave her a hug.

"Any luck on Anya?" Cordelia asked them.

"No. Do you have any idea how many hospitals there are in the bay area?" Xander muttered. "Where's Buffy?" he asked, noticing that only she and Angel were absent. Shivers went down his spine. He may be grieving and blaming himself for Anya, but Buffy was still most present on his mind. Her alone with Angel didn't sit well, no matter how many times she soothed him about the issue.

"Basement, checking out the fort," Faith said, trying to keep the innuendo out of her voice.

"I'll get her," Xander said and was off before the others could object.

Buffy decided to let it be with Angel. Her main goal was to let Angel know about her and Xadner. Of course, in typical Angel fashion, he already knew. She just wanted it clear she had moved on and was happy. They were over, and she didn't want to relieve ancient history. He didn't owe her anything. If he wanted to keep his present life a secret, he was entitled to that, she thought.

"Well, I think we should," Buffy started but was soon leveled with a fit of dizziness. When it subsided she found herself in a strange situation. Part of her mind was aware that they were still in her basement and that she no longer had feelings for Angel. However, a part of her mind felt like it had been pulled from three years ago. She felt madly in love with Angel. And instead of seeing them in the basement, they were in the mansion.

Unfortunately, the Buffy from three years ago was in control. "Angel," she whispered.

"Buffy," he said. Current Buffy could see the look of desire on Angel's face, as could Past Buffy. What the hell is going on?

"I love you," Angel told her.

"I love you too," she returned. SHUT UP! Buffy told her lips, they didn't care. "I won't let you. I can't lose you," she said, suddenly tears were springing to her eyes.

"You'll never lose me. I will always be with you."

"I love you, forever and always. I can't let you go,"

"Buffy, it's the only way," he told her.

"No it's not," she demanded. Suddenly Buffy remembered this conversation. This was the night the hellmouth had been opened by those demon priestesses. She had this conversation right before they had gone to the high school to do battle. They had almost lost. They had even kept Xander away because they were afraid he'd get hurt. Xander. She now remembered how this exchange had ended.

"Or really gross if taken literally," Past Buffy contemplated, as Present Buffy started to pay attention again.

"I was just thinking that," Angel said, equally grossed out. Then he leaned in to kiss her. She couldn't take control. She didn't want to kiss Angel, but Past Buffy seemed to be controlling Present Buffy's body.

"I will always love you," Angel told her when he broke the kiss.

"Of course," her lips said. Angel went in for another kiss. Buffy prayed that this kiss wouldn't end the same way it had three years ago.

"Buff, time to," she heard Xander call from the stairs. "Oh my God!" he screamed and bolted up the stairs and into the bathroom. NO! She screamed to Past Buffy, but she couldn't break through. Then the kiss ended and the moment was over.

She shoved Angel to the floor and flew up the stairs calling, "Xander, wait!"

Xander slammed the door to the bathroom and locked it. For the first time that day, a day from Hell that had seen Willow taken, Anya attacked, and possibly both dead, it had been seeing Buffy kiss Angel that had allowed tears to roll down Xander Harris' face.

TO BE CONTINUED

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