A/N: Unfortunately this will not be turned into a series, so It's been edited to not give a cliffhanger.

I'd like to thank Kittyb90 a great author and friend. She helped me with the mechanics, I'm not good at it and it really messes up my stories. Also she's the sweetest, so I guess that factors into it too.

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The bloody knife clattered on the sloppily put together platform.

Spike stood between Dawn and a little man who he had been fighting for the last few moments, and losing badly. It had been only luck that the vampire had landed a few punches and kicks. With the wound in his back and the beating he had taken from Glory, Spike's breathing was ragged.

He was desperate.

The deceivingly old looking man was winning this battle and there was very little to stop him. The only thing keeping Spike in the fight was the fear coming off of Dawn. The almost natural protective instinct he felt fueled him to keep going.

But there was something else worrying him. A growing warmth coming from the knife wound. He hadn't noticed it before but now it was getting painful, draining him of strength. To the point where he swayed as he stood. Then it hit him.

Poison.

The knife was poisoned.

" You don't come near the girl, Doc." Spike said, determination flowing off him in waves.

Doc seemed surprised at the stature of the figure in front of him. *Vampires are evil and only care for themselves, it's a well known fact. Further more the vampire had realized the knife was poisoned.*

It was insurance just in case the girl decided to be noble and jump if she got free, closing the portal he would soon open. It would have killed the girl in minutes, but it would take longer for the vampire. It would eat him inside out, like liquid fire. Yet he still fought.

*Interesting.*

"I don't smell a soul anywhere on you. Why do you even care?"

The answer was immediate and natural. There was no question. This was his responsibility, he had promised. Given his word. And he always kept his word.

"I made a promise to a lady."

His voice was ragged. The warmth had turned into painful burning and was slowly starting to spread through him.

Doc seemed to consider this. He had to hurry; the moment was coming, and the vampire was starting to get on his nerves. But he knew the creature was no match for him.

"Oh?"

Suddenly Doc's tongue shot out to lash at Spikes head. Hoping to avoid it he ducked to the side, but the burning increased and a sharp pain leaped out in his arm.

*The poison must have hit a nerve.*

Distracted from the pain Doc pulls Spikes legs out from under him. Landing him hard on the platform, causing sparks of pain to shoot through his body. Before he knew what had happened Doc had his arms behind him and was forcing him to the edge.

"Then I'll send the lady your regrets."

********

Dawn's mind raced, overshadowed by a mind numbing fear. The ropes bit into her wrists and showed no signs of giving. Dawn thought Spike could have easily taken the little man, but it seemed that little man was a very big demon and was stronger than she had thought. Her nervousness grew when she saw Spike swaying, seeming to be weakened. Something was wrong; he seemed to be off, in pain. Her thoughts were interrupted when the tongue lashed out and then they grappled. She watched in horror when she realized what the old man was going to do.

********

The burning worsened, becoming white hot, spreading, eating away at him. And each time the wave hit a nerve, an increased shock went through him. It was unbearable. But all that faded when he saw her face. She was scared, not only for herself, but for him. He had never had that. With that new revelation the adrenaline flooded his undead body.

"No."

It was a whisper through gritted teeth as Spike slammed his head back, hearing a satisfying crunch of Doc's nose. Swiveling around his demon came forward.

Doc was stumbling back from the force of the blow. Using this, Spike grabbed the front of his suit with both hands and slammed him into the metal grating that served as the wall. Rage and pain fueling him, Spike repeated it, slamming him into the opposite wall.

Doc seemed to regain his bearings and head butted the blond vampire. This was not going as planned. The creature should be howling in pain. But it still fought on. A moment of doubt crossed Doc's face. For the first time, he thought he might not win. Seeing the knife as his only chance he ran for it but stumbled, landing him on his stomach when Spike swept his legs out from under him, .

The rage boiled over; everything came flooding back to him, Dru dumping him, the chip, being taunted by the Scoobies, Buffy's rejection of his love, the rejection by Dawn, Everything. And it pissed the hell out of him. He ignored the searing pain that seemed to grow every moment. Flipping the old man over, Spike straddled him and started letting it all out. Punching the demons face till it was almost unrecognizable.

All the while Doc's hand found the knife but couldn't move it because the cursed vampire's knees were on his arms, pinning them to the grating. Suddenly the burning hit a nerve near Spike's spine, causing him to stiffen and seize. Using the distraction, Doc slid the knife into the vampire's chest. Shoving him off.

Spikes back arched as the pain seemed to lace through every dead cell in his body. His eyes became blurry, focusing every few seconds. Then he saw Doc turn to regard Dawn, an evil smile on his lips.

When Doc turned around to retrieve his knife he found himself facing a very agitated vampire. He was more surprised to look down and find his knife sticking in his gut.

Docs eyes widened when the vampire lifted the small demon up by the knife, Spike turned and walked quickly down the length of the platform to the end, using the momentum to throw the demon off the tower. Spike's panting produced a thin line of blood running down his chin. It had started to eat away at his lungs. Suddenly his mind allowed the pain through full force.

He staggered back away, losing his center he fell to his knee and then onto his back. The pain was moving through his guts. Eating them away. The demon visage dissipated and left his pain filled eyes. The pain caused his muscles to twitch. His mouth moved, gasping for air as if he needed it. His body convulsed in a steady smooth beat. . He couldn't even hear his name being screamed through the fog.

********

"SPIKE!"

Dawn's face streamed with tears. She'd had a moment of relief when she'd seen Spike throw Doc off the tower. That relief had been shattered when he had wavered. Dawn had tried to fight the tears in her eyes while she had screamed his name, screamed for him to get up and tell her he was okay. But that hadn't happened. And now the tears fell freely as she watched his body become limp and convulse while she was helpless; she could only watch as her friend lay there in pain.

"DAWN!"

She was almost relieved thinking Spike was okay and saying her name. But he still remained on the floor twitching, seizing.

"DAWN!" The voice was coming closer. Then she recognized who it was.

"BUFFY!"

********

She climbed with all her strength, surging upward faster only at the sound of her name. Buffy could hear the fear in Dawns voice. Willow had told her that she had sent Spike up there, but Buffy's hope had been smashed when her eyes caught the sight of a man falling off the tower. When she heard Dawn scream Spikes name her mind leapt forward.

Dawn's voice.

Spikes name.

Dawn was up there, and someone bad was with her.

At the top she was frightened and relieved to find Dawn crying but unhurt. Rushing quickly to her, she ripped the ropes off her little sister and pulled into a desperate hug. It was over, Glory was gone and her sister was safe, oh yeah and the whole world.

The slayer let her muscles relax and relished the warmth of the hug. But her sister was still crying. Pulling back a little to look at her, Buffy saw that Dawn was looking past her and trying to move past her.

Turning her head in the direction she caught the site of a form crumple on the platform. He seemed to be seizing, his arms and legs twitching. Then a little voice in her head spoke up.

'Spike'

Before she could react Dawn was at his side, tentatively trying to help him, but she seemed afraid to touch him. Suddenly Spikes body started seizing harder, and faster. She rushed to Dawn's side and tried to keep him still.

********

When Dawn saw Buffy had taken over she stood and slowly backed away. When she saw his face tears started forming again. He was in pain. Mind numbing, scream until your lungs give out pain. He seemed to try and hold it in, his hands clutched in fists, tightly banging the grating around him, but soon he let it out. His body stiffened and arched. His scream ripped through the night.

"Oh, god."

She heard the shock in the voice behind her. Turning and running blindly into Giles instant embrace, she cried. Her sobs drowned out by the screams coming from the writhing vampire behind her.

********

*what's happening, what's happening to him*

Buffy was at a loss. She started to panic. Her brain acted on instinct. She grabbed his hand and held it in her powerful grip. Any other person would have had there hand crushed by the screaming vampire, but she matched his strength and gripped just as hard. Blood was coming out of his mouth.

She felt the others around her. Her eyes sought them out, she saw Dawn crying into Giles's shoulder as he stared wide eyed at the scene before him. Xander was almost a mirror, except it was Anya who was clutching him, but she just stared. Willow and Tara were the last to come up, climbing faster when they heard the screams.

Buffy was about to ask when she felt his hand go limp. She had hoped when she looked at him he would smirking, showing it was for show, that way she could be mad at him and not afraid for him. But He laid there, limp, blood tears escaping his eyes. His mouth moving as if trying to capture air he didn't need. He stared upward.

She didn't even know if he knew she was there. Buffy was answered when his hand twitched and lightly squeezed her hand.

"B.buff.Bu.."

Finding her voice she spoke with tears screaming to fall.

"Spike"

Her voice was shaky, trying to hold it in. All the emotion. He had been her enemy, her ally, her comfort, and he was going to die.

"d.doesn't.hurt.any.more" She stifled a sob at the words. The voice was a whisper, trying to get through the blood that was coming out his mouth. She hadn't noticed new lines coming out of his ears. But her vision was blurry because of the tears that filled her eyes but refused the fall. He seemed to relax, then gripping her hand hard, he turned to dust. Swirling around her. Getting caught in the wet trail that ran down one cheek.

She stared in shock. He was gone. Dust.