***

The doors to the school were of course locked by the time the small strike force arrived. Dawn looked at the edifice rebuilt on the same ground as the old school that Buffy had destroyed two years ago. The girls stepped back and looked at Xander. He shrugged his shoulders. He had been in charge of the crew that had rebuilt the school. He pulled from a pocket a set of skeleton keys one of which was to the front door.

"And folks tonight's lesson is never believe a crew chief when he tells you that he didn't make copies of every key in and out of the place." Xander smiled and fitted the key to the lock. Pushing open the door, the warriors stepped across the threshold. Buffy's prompting look at Willow produced a negative response. Wherever the cenobites were, they were hiding the effects well. Their magic was isolating them from the mundane school. The trio of heroes stalked down the hallway watching for any signs of trouble. They team arrived at last at Miller's Classroom.

"All right this is where we split up. Dawn and Xander you stay with me. Willow you concentrate on keeping the way open. They will try to trap us in here.

"Remember." Willow reminded her. "They don't want to kill Dawn or any of us for that matter they want us to suffer."

"And would someone explain why that is the best news I can look forward to hearing tonight." Xander muttered

"Because they can't hear you screaming if you're dead." Buffy snapped and then tried the door to the classroom, which swung open.

The scene inside was horror show. Chains with hooks hung from the ceiling swinging in a breeze that couldn't be coming from the windows because at some point they had been removed. In their place was a chalkboard that covered three walls of the classroom. It was covered by arcane math formulae and in the midst of it was Miller. He was naked; weights had been attached to various parts of his body by hooks. As Xander and Buffy stepped closer they could see that the area in front of the board had a vented floor under which could be seen coals glowing hot with fire. The man's feet were by now black. Instead of screaming in pain, he was talking excitedly to himself.

"Miller we've come to get you out of here." Buffy said to the man

"Out, no, no I can't do that not yet I'm so close."

"Close to what " Buffy Asked

"A solution…you see they took pity on me and if I can show them that all the pain I caused my students over the years doesn't amount to very much they will let me go." He gestured to the board. " Dawn would you say that me calling on you when you obviously had not studied caused you a little stress or a lot?"

Dawn looked at the man and replied hesitantly. "A lot "

"Damn I thought so. Could you give me a number figure on that? Never mind I'll just have to start the calculations over again." He went to the far side of the room and began scratching at the board. Occasionally he would dip a sharpened tool into the wounds all over himself and it was with his own blood that he was scratching out a solution to his misery math.

The three of them went onward. Xander quickly confirmed that the hallway they where travelling was on none of the blueprint for the school. "That means the classroom is now a part of Leviathan's world." Buffy said recalling the information Willow had given them. "Which means the cenobites could be anywhere. So, stick close and be careful."

The hallway opened in to a room with alcoves set in the wall.. As the three watched a slab pushed out of the one of the alcoves. A female form shifted erotically under a shroud. Her moans were soft and needy. "I think I like this room." Xander said watching the form writhing on the slab.

"You like huh?" Buffy asked sarcastically. Well since it's you they must be either demons, the undead, magically dangerous and unstable.

"Or Faith." Dawn finished off quietly.

Xander's response was none verbal, which made Buffy's; move to cover Dawn's ears even more comic.

"Language Xander, Language." Buffy teased as she moved toward the girl. Yanking the sheet off the lithe form revealed a decayed corpse. Dawn gave a little scream and hugged close to Xander. They were interrupted by the snide laughter of the rooms only other living occupant… Huddled in a corner was handsome man with the five o'clock shadow that made him look sexy as opposed to scruffy

The Man. Stepped forward "Don't feel too bad boy. That's the point of this place. All tease no please."

"Who are you, what are you doing here."

I could ask you the same but I'm too busy being glad you aren't fantasy. Cotton, Frank Cotton is my name."

"What are doing here Frank." Buffy looked at the handsome man up close and noticed him looking at her and Dawn. The lust etched on his face was plain to all.

"It was a mistake, a frame up. The cenobites they tricked me and left me here. But you'll can help me won't you. I'd be grateful, no doubt about that and show you the way. You are trying to find your way out of here aren't you."

"Actually we are doing ok on our own thanks very much."

"Well then you can let me come with you, you never know when that extra hand will be useful in a crisis." There was a note of desperation in his voice and something else. Anger? No, something else her female instincts were picking up. A tone in his voice and a look in his eye that set off the wiggins in her.

"Why would the cenobites think that this was a punishment for you."

"Who can figure them out, they aren't human…they are monsters, would you really leave an innocent at their mercy."

"Buffy remembered something both Dillon and Willow had mentioned as they prepared for departure earlier that evening. "There are no innocents in that place. You're there because you deserve to be or because you choose to be."

Buffy looked around the room with its slabs pushing in and out of the walls each one bore a shifting erotic form that no doubt would be a corpse upon examination.

"I don't think so."

"Buffy, we can't leave him here. This place is a nightmare." Xander muttered as he looked around the room. Noble guy that he was, he could just about picture what Cotton's torment was like

"Xander it's my call and I say he's not coming."

Xander was about to argue the point when Frank snarled "Just like a woman, give you a little power and you use it to torment a man, try and destroy him. Well Frank Cotton is no victim and if you won't help me leave, then you can help me in other ways." He rushed Buffy who grabbed him and pivoted, throwing him to the ground he cried out "Oh yeah that's the way. Frank likes it, rough."

"Then you won't mind this." She snarled. She then kicked and punched Cotton until he fell to the ground. "Look at me and mine, think about me and mine; and what I do to you will make this place seem like a day at the spa."

Frank watched the trio file out of the room a smile on his face. He had not been lying when he said he know the way. The way they were taking would lead them right into danger. Another slab pushed out of the wall with a familiar form writhing on top of it. "I'm waiting for you Uncle frank." the girl under the shroud whispered. Frank Cotton turned away from the sight. "Bitch" he snarled at someone who could not hear him or care even if she could.

***

The trio came to a junction. Buffy shrugged her shoulders and turned to the right, but Dawn pulled to a stop. "I don't know Buffy I'm not sure that's the right way."

"There is no such thing as a right way, here Dawn. How can you tell one from another."

"I don't know, it's just that way …feels wrong somehow. Like my spider sense was tingling or something."

"By the pricking of my thumb something wicked this way comes." Xander quoted quietly.

"Dawn I'm sure its safe." She looked at both Xander and Dawn looking at her. "But, we will go the other way if you are sure. Just let me check it out first." She peered around the corner and saw a hallway just like those they had passed through. "Guys I'm seeing nothing to be afraid of here she called out and turned back and ran smack into a wall. "What the hell." Where the way back to her friends had yawned moments ago there now was a plain blank wall. She pounded on it calling out for Dawn and Xander.

"They can't hear you. Not that they would want to in a few moments." The voice was low and cold and as she turned, she could see a figure stepping out of the shadows. It was one of the Cenobites. From its appearance, this was The Pin Headed Cenobite. "After all the sound of suffering can be so distressing. To any, save professionals like ourselves."

***