Disclaimers: I do not own the characters or anything from the world of Buffy. They belong to Joss and Mutant Enemy. I am making no money from this story, it's just for my and other fans enjoyment.

Summary: After a long period of separation from Buffy and the Scoobies, Spike is suddenly thrust back into their lives after he goes through a startling transformation.


Rating: R (I don't think it will reach NC-17, but you never know. Will provide link to my site if it happens and continue posting the story there.)


Authors Note: The story takes place after "Crush" and a little AU for "I Was Made To Love You" and everything following that episode. In the Magic Box they're a tad bit harsher to Spike and he doesn't go out and get the Bot made. The rest of the season is the basically the same just without Spike being there for all of it and Buffy didn't have to jump on the tower so she never died in my story (didn't want depressed Buffy). Spike remains alone and isolated the whole time from "I Was Made To Love You" all the way up to "The Gift". The story starts off a week or so after the fight with Glory.


Special Thanks: To Saka, Newydd, Wynn, and Dsdragon.

Under Her Shade

By Blood luvin girl (aka Kimberley-Ann Thiem)

Chapter 1

Spike stumbled through the forest, quiet despite his current state of intoxication. He pressed forward, dimly aware of the fact he would never make it back to his crypt, not to mention Sunnydale, before the sun would start its journey and bathe a newly awakening day with its warm glow. At the moment, it did not seem to matter enough for him to seek shelter. So he just kept moving forward, pausing every so often to bring the bottle of liquor to his lips and drink.

Spike didn't even know what he was drinking, but it was vile and strong. Incredibly strong. Just what he needed. He had stolen it from a bum who had fallen asleep in the graveyard, the bottle loosely clutched in his hand. Spike had taken it from the man, then nudged the dirt-encrusted creature awake, letting him know with a flash of his demon visage that falling asleep in a cemetery was a pretty big lapse in judgment, even for a drunk. Not that the blonde vamp was currently doing any better.

It was the quiet. He just couldn't take it anymore. Alone in his crypt with nothing but the TV to keep him company. Watching the people on the screen laughing and crying together only served to remind him of how completely alone he now was. Hell, even the ones trying to kill each other had it better than him. At least they weren't alone.

He stopped walking. He was so tired. He hadn't slept for days and for each of the last four nights he had wandered the streets and cemeteries, always making sure to be far away from them. From her. His days he spent drinking anything he could get a hold of. Anything to keep his mind in the haze he had retreated into over the last two months.

He winced suddenly, a dip in the uneven ground causing his foot to come down much more sharply than his broken leg could handle. His body was a mess. At first he had vented his rage at the world and at his mockery of a life on whatever he'd come across. Anything, that is, that his chip would allow. But after a week of mindless rage, of brutal bloody fights and slaughter, he'd retreated into his own world, coming out only for blood, cigarettes and alcohol.

That's when it had started. The quiet. He shook his head, trying to dispel the memories, the emotions, that were swirling around deep inside him, trying to push their way past the drink and the pain. All his actions seemed to accomplish was to make him suddenly light headed and nauseous, the result of days of feeding on nothing but a staggering variety of alcohol. He leaned against a tree for support as he waited for the dizzy spell to pass. His leg was still pounding, the pain crashing in waves up his body.

He started chucking; laughing at himself, at his pain. It almost seemed appropriate, he was the only one who hadn't laughed at his situation yet.

Look at him. The great William the Bloody, neutered by a piece of government technology, forced to feed on the pre-packaged blood of pigs and cows. Spending ever night killing his own kind in his desperate attempts for any type of release. Now if that weren't bad enough, he was now in love with the one and only Buffy Summers. God! What a joke. The Slayer of Slayers madly in love with one. He stopped laughing as the pain from a broken rib became too much to bare. His nights of wandering had done more damage to his frame then his days of fury and uncontrolled violence. Though he was no longer looking for any, the fights would come and each one would leave him more weary and beaten than the last. But still he kept moving, kept drinking.

When he was alone on the streets in the dead of night and early morning, the quiet almost seemed, well, right. Late at night, after the sun had set and most people had returned home to their friends and loved ones, the paved roads and walkways weren't meant to be filled with the sound of kind words and friendship. At most, he'd run into those hurrying to make it to their destinations or other drunks such as himself. Sometimes he would see them hanging on to one another giggling and laughing with each other. Not alone. Not like him. That's why he was headed for the woods this night. No one in Sunnydale would go into the woods at night. Not even that idiot bum would be that foolish.

So here he was, deep in the woods, far from any reliable shelter from the burning rays of the sun. He was getting tired, his body finally giving in to its need for sleep, but he still felt that he had to keep moving. Not because he hoped to find some kind of dark place to hole up in for the day, more because stalking through the tall moonlit trees was suddenly all he had left. All he was in control of.

Sleep would bring him dreams, cruel dreams, filled with relived pain as well as pain created by his mind and heart, tormenting him even more than reality had managed to do. And stopping, stopping would lead to thinking. Thinking that was a hundred times worse than what would race through his mind as he moved. As long as he could keep going, he felt as though he could almost outrun it all: the pain, but most of all the quiet, the loneliness.

He brought the bottle once again to his lips, only to find it empty of its amber-coloured contents. Anger flared through him briefly and he felt the need to hurl the container against the nearest tree, but the feeling left almost as soon as it came, and he simply let the bottle slip to the ground as he continued on his way.

He was starting to feel the first signs of sobering up, and he wished desperately that he had brought more than that single stolen bottle with him. He cursed his vamp metabolism as his head started to tense with the beginnings of a hangover.

He looked up to find himself in a meadow of sorts. Short grass and flowers, their petals shut tight for the night, covered the clearing. A light dew gave a glittering, almost magical shine to the whole scene. At the centre of it all stood a tall, solitary tree. Its trunk was straight and wide, it's branches thick and strong, reaching towards the stars. It's leaves rustled gently in the early morning breeze. Without having to check, Spike knew his arms would not come anywhere close to wrapping around the tree if he where inclined to try. The tree looked different from all those in the surrounding forest. In fact it looked different from any tree he'd seen before. It looked a little like an oak, but its bark was so pale it was almost white, its leaves so dark they seemed almost blue.

The tree's tall form seemed to beckon to him, and suddenly he felt as though his body could travel no farther. He dragged his feet as he made his way under the tree and fell in a crumpled heap with his back resting against the powder-coloured surface. Drawing his knees up to his chest, he pulled in a ragged breath as he felt the weight of recent events bearing down upon him. He didn't have the strength to hold it in any longer. His shoulders shook with heavy sobs as he slid down sideways onto the ground, pulling his duster tightly around him As he did so, he hoped that the world would give him some measure of pity and that he would be asleep before the sun made its way beyond the ever-lightening horizon.

Slowly, he closed his eyes, resigning himself to whatever fate the world decided to hand him.

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Mother woke slowly, tendrils of consciousness creeping bit-by-bit through her being. She began to wonder what could have woken her after so many years of deep slumber. Then she felt it. Pain, soul-rending pain, unlike any she had felt before.

She called out to the creature, seeking it out. He, for she could tell it was a he, didn't hear her. He was too wrapped up in himself to listen and she was far out of practice. So much time had gone by as she'd slept, and now as the moments passed, she could sense farther out more pain. Pain surrounded her. This was so unlike her memories of the time before she'd slept, but the others didn't live so close to her then. She had only ever had contact with those few who had taken it upon themselves to seek her out. She did not have any day-to-day experience with the other higher creatures of the world.

She crept into the creature's mind, and began to gently guide him in her direction. She knew he was a darkling, but his misery-- and some other emotion she had yet to place-- touched her deep within her ancient heart. She felt the need to care for this lost child, to mend him, to save him. He had almost reached her now and she could feel the damage to his body. Her mind and her spirit recoiled in shock and anger from what she encountered: not even darklings deserved this! Especially not one with such depth and hidden passion. Most that she had felt in the days before her sleep were cold and empty, but this one overflowed with emotion.

She waited as he entered the clearing, then reached into his mind once more, whispering of sleep and rest. She tried to calm herself, and waited to see if he would stay or continue on, away from where she would have the best chance of aiding him. She felt herself relax as he stopped and lowered himself to the ground with a pain filled-moan.

As the darkling began to weep, Mother had to stop herself from reaching out and holding him. It was doubtful he would understand either what she was or that she meant him no harm. So she waited for sleep to claim him, and as it did, she felt his plea to find sleep before dawn and suddenly she understood. He was a Life Drinker, a child of the night. The sun would burn and kill him! She reached for him then, pulling herself around him. She cradled him like a babe within her roots and branches as she emerged from within her corporeal form to gently stroke his face and back. As soon as she was sure the sun would not reach even an inch of his pale body, she began to gently probe his flesh and spirit. Careful not to push too far too fast , she looked for any thing she could do to comfort and heal her charge. Anything that would keep him from leaving her when he eventually woke.

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Slowly the dream started. Images flashed by: faces of those he wanted nothing more than to be with, but who looked at him with hatred and disgust. The girl at the bronze--the one Dru had offered to him, broken and bloodied, stood before him. Her eyes accusing, her life stolen. Dawn was suddenly there staring at him, pleading with him, asking: "How?" "How what?" He asked back. But before she could answer, he was in an alley, Dru standing in front of him. They were in the alley from that night, the night he died. She turned and pointed to her right and there further down the alley he can see the events of his death played out before him. The Dru of the past moved toward his human double, and though he couldn't hear them, he knew by heart every word that they had spoken. When the scene before him reached it's climax, the Dru standing beside him turned back to him and spoke.

"Daddy told me to get my own toy." She said, her eyes dancing with insane laughter. "My darling Spike, what a good little toy you made."

Then she grabbed him, shoving him against the wall, and suddenly they were in his crypt.

"But now you're all broken and Princess has to find a new toy to play with."

He looked down and he saw his wrists were slashed and that he was bleeding from a wound above his heart. He watched as the crimson fluid ran down his fingers, dripping to the floor, disappearing before it hit the ground. When he looked up again she was gone.

Across the room he saw a mirror, tall and grand, framed by carved wood images of dancing angels. He walked slowly toward it and looked in. Looking back was the image of him as a human: the same hair, the same glasses, the same clothes as his human self, but strangely he still wore his duster. His mirror image was bleeding from the same wounds as him, but the room in the mirror was covered in blood. The walls dripped with it, the floor was smeared with it. He reached out to touch the mirror, but the refection pulled away from him, shaking it's head. The reflected image turned to look behind him and Spike followed his gaze, seeing a room filled with his victims, their bodies piled high. The crypt in the reflection suddenly grew bigger to accommodate the staggering amount of broken, rotting flesh. Some of the bodies, though rotted, were still recognizable. Others, long dead, were barely more than putrid skeletons, but every one still had its eyes, clear and alive. And every pair of eyes was staring at Spike. He wanted to scream, to run, to throw up, anything to stop those eyes from staring. To stop himself from staring back.

Gradually everything started to darken. The eyes faded away and he was floating in peaceful blackness. Off in the distance he heard singing--a wordless tune--and was soon sleeping a dreamless sleep.

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As the look of horror etched on her charge's face began to melt into that of relaxed slumber, Mother allowed herself a moment of respite. She had seen his dream, had felt the pain that it caused him, and though she did not yet understand all of it, its meaning was quite clear. He was now suffering from his past actions. She doubted he even realised it was happening: that he was feeling things most of his kind were incapable of experiencing. He probably blocked as much of the dreams out as he could. His feelings of confusion and loss were almost substantial enough to touch.

As she reached through him, she began to comprehend what it was she had sensed earlier. He hadn't fed for days, and when he had, it wasn't humans he drank from. He had been feeding off the lower creatures, the same ones his true prey fed from. This confused her. She touched his mind, quietly asking him: "Why?" The answer she got puzzled her. "Chip." She prodded again and was told "In my head." This also puzzled her.

She started to probe again, this time searching his body rather than his mind. There it was! She didn't understand what it was, so she searched his memories as she gently probed the strange object. Words like "science," "lab rat" and "electricity" swirled around in her mind. She was still confused, but she knew this much: humans had made it, they had pushed it inside him using a magic-that-is-not-magic called science. They had forced it on him, in him, and now it caused him pain if he tried to hurt them or even feed.

She was greatly angered. She'd learned from her limited contact with the outer world of all kinds of cruel tortures committed by both human and nonhuman alike, but this! On a human such a thing would be horrid, but to do so to a Life Drinker was unforgivable. The lower being's blood may keep him alive, but he would slowly weaken, and as the years would pass, his condition would steadily get worse. The inability to feed as he should would slowly destroy him in both mind and body, but it would not kill him. The deterioration would be so slow that it would be almost unnoticeable. He probably didn't even know that it was happening. He was lucky, though. His body had already started to suffer, yet the damage could be repaired. If the chip had affected his mind, she would not be able to help, but the effects had not yet progressed that far. And for the same reasons she could not help a damaged mind, she could not remove the chip. She did not understand enough about it, and the brain was too delicate to tamper with.

If she could not take the object out or stop it from functioning, then she would change him instead. Make him different enough to survive the humans' cruelty. Maybe she would be able to fix some of his other problems as well. Besides, she was a creature of life, of light and growth. As long as he remained a creature of the night, a dead creature, there would be little she could do for him. He would die in her embrace and she swore she would save him. She had to be careful though. She could not allow him back out into the word to kill for pleasure again. Not only would it weigh on her conscience, but it appeared it would weigh on his as well. She had to balance his nature with her own and hope that the changes would not be too much for him.

Carefully she began to wrap herself more tightly around him, gently but firmly, settling down to examine his body completely. Not wanting to make a single mistake. Soon she was once again singing softly in his mind, sending him all the love and tenderness she could give.