Disclaimers and warnings in chapter one.

As always, a huge thanks to Wesleys Girl for the beta. :)

**

(falling away from me)
It's spinning round and round
(falling away from me)
It's lost and can't be found
(falling away from me)
It's spinning round and round
(falling away from me)
Slow it down.

**

"Who?" Wesley whispered, still staring into the room in front of him. When no answer came he turned and looked insistently into Spike's terrified eyes. "Who is Cecily?"

Spike shrugged Wesley off of his arm and shook his head. "Not real," he whispered and turned around, looking for the entrance they'd come in through. Wes could see that the door was no longer there; the walls were now lined with long, low shelves. Spike ran along them, knocking things off and running his hand along the wall, and the entire time he kept repeating those words – "not real, not real."

Wesley was about to go to him when a figure stepped through the door. She wore a long white dress with black trim, and dark curls framed her pale face. When Wesley peered more closely at her, he was horrified to see that she'd been horribly disfigured.

"Are you alright?" he asked, holding a hand out to her. She ignored him, walking past without a glance, and Wesley couldn't help but think that once again, things were most definitely not right.

She stopped in front of Spike, who had fallen to the floor. He sat with his knees drawn up to his chest, and his head was hidden beneath his arms.

"William." Her voice was much more severe then it had been earlier, and Spike flinched but kept his head down. She knelt in front of him, reaching out to cup his face lightly, and smiled - a look that sent small shivers down Wesley's spine.

Spike looked up, finally, and when he saw her face he screamed. Wesley was at his side in an instant, running soothing hands over Spike's arms and hair and neck. The vampire didn't seem to notice him at all; his eyes remained fixed on the woman looming over the two of them and he kept up his hoarse scream.

Wesley pulled Spike into his arms, having no idea what else to do. "Stop it!" he yelled, staring angrily up at the Cecily woman, though he had no idea what "it" was. She smiled pleasantly at him and started to laugh, a soft, tinkling sound that clashed painfully with the horrible sound Spike was making. Her amusement only seemed to terrify Spike more, and Wesley rather wished that his little guide was here to help.

He began to make soft shushing sounds in Spike's ear, and it calmed the vampire a bit. The woman knelt down in front of them, and as Wesley watched, her face began to smooth and gain color; the deep cuts closed over and revealed a very beautiful woman.

She smiled again and touched Spike's face lightly. "Take, oh take those lips away..." Those whispered words drew a reaction. Spike snarled and turned to her, his face taking on his vampire features. He snapped at her hand and Wesley started, falling backwards and away from the vampire.

Cecily, however, just laughed again and ran her fingertips down the ridges of Spike's nose, ending with them resting against his lips. "That so sweetly were forsworn," she finished, and Spike whimpered, his face smoothing back to human. "Tell me the rest, William." Spike shook his head, but she placed a hand on his cheek and held his gaze, almost daring him to defy her. "Tell me. I want you to say the very last thing I ever heard." Her face relaxed into a very lovely smile. "And then I'll help you."

"And..." Spike began, his eyes darting fretfully. "And those eyes, the break of day, lights that do mislead the morn." His voice was barely audible and Cecily's eyes glowed a bit when she heard him speak.

Wesley stayed still as the strange encounter unfolded. He recognized the Shakespearean sonnet, but not the context. He lay a hand gently on Spike's arm, and the vampire looked at him as if really seeing him for the first time.

"Wesley..." The word was soft, almost reverent. Spike took Wes's hand, twining their fingers together, and stood. "Help me?"

"Of course," Wesley replied, giving his hand a small squeeze. "We're in this together; I've no intention of going anywhere."

Spike took a deep, unnecessary breath and nodded, turning back to Cecily. "I'm ready."

She smiled and motioned for them to follow her as she walked towards the doorway she'd come though. Wesley could feel Spike shaking a little as they walked, and he hesitated before walking through. Wes gave him a reassuring smile and walked just in front of the vampire, trying to shield him from whatever they were bound to encounter over the threshold.

Wes was temporarily blinded when he walked through, his senses bombarded by bright light and the low rumble of a very large crowd. His eyes quickly grew accustomed to the light, and he realized that they were standing on a balcony overlooking a large, very full ballroom.

Spike shrunk back from the edge, his face turned away, but Wesley walked forward and peeked over. The floor was teeming with people, all of whom looked quite dead. They walked about and spoke to each other, but they were all very pale, and many sported terrible wounds on their necks.

Wesley felt Spike pull away, and he turned, watching the other man crumple to the floor once again, his head completely hidden beneath his arms. Cecily was staring down at him, but turned her gaze to Wesley.

"I rather doubt a mortal can help him with this." She swept her hand out, encompassing the crowd with the movement. "There's too much death."

"I believe that's up to me to decide," Wes replied, and sat down beside Spike, his arm wrapped around the vampire's waist comfortingly. "And I'm quite certain that I can do it."

**

tbc