'All those words that hurt you,

More than you would let it show,

Comes apart, by yourself,

All is well and everything is wasted. '

"Buffy."

The sound of her name echoing in the otherwise empty cavern brought her around to consciousness. She shook her head groggily and stood. The figure huddled deep in the corner and whispered her name again hoarsely, "Buffy."

As Buffy moved closer she was able to make out the upper half of Xander's face, a long jagged cut spread across his forehead, "Xander." She knelt down beside him and stretched her hand out towards him, moving his brown hair away from the cut so she could examine it, "Thank god, it's only a surface cut." He didn't respond, he just continued to gaze at her as she pulled away from him, her hazel eyes frowning worriedly, "Xander? What's the matter?" He shook his head and she pulled away hurriedly, yanking him upwards with her. "Come on, we've got to get out of here."

He nodded, "I'll second that." His voice was hoarse and gravelly and Buffy turned around again to get a better look at him. It was only then that she noticed the growth of a small beard on his face.

"Xander?"

"Yea?"

She swallowed nervously, "How long have you been down here?"

He shrugged wordlessly, his hand coming up to touch the beard, "About a week I think. Why? How long has it been for you?"

"A couple hours at most."

He shrugged again at her answer and it was then that Buffy noticed the long gashes in his shirt and the red welts that shown through them. She reached her hand forward and fingered the tear, "How did you get these?"

He shuffled nervously, his eyes scanning the darkness, "She did it."

"She?" He nodded. "She whom?"

He shook his head and pulled at her hand, "We have to get out of here, quickly, before she comes back. She always comes back." He ran a little ahead of her and began pounding on the door anxiously, trying to force it open. He turned back to her and gestured for her to help him. Buffy moved forward and began tugging at the door as wall, the first hint of panic beginning to overtake her when she realized she couldn't get it open.

She leaned against the cool metal of the door and gestured at Xander to stop his pounding. He acquiesced and stood silently beside her, his eyes nervously roving the shadows. Buffy closed her eyes and concentrated on her breathing as she focused on finding a way out of the small chamber. Carefully, she opened up her Slayer senses, scanning the area intently for anything that might help her find the answer. From the corner where Xander had sat came the sound of shuffling. Buffy opened her eyes and turned to find Xander crouching beside the door, his eyes large as he stumbled backwards on all fours.

Buffy turned and found herself staring into the blank white eyes of Kendra. The former Slayer stood half-veiled by the shadows. Her mouth twisted in a grimace of delight as she continued forward, her feet dragging heavily on the rough stone. Buffy felt her stomach heave as she got a clearer view of the Slayer's now badly decomposing body. In her one good hand the former slayer held a coiled whip, her other hand was little more than bone and sinew, the flesh rotted off long ago. Part of one cheek was missing as well and her feet left bloody footprints behind her. The gash on her neck was an angry red and Buffy could catch glimpses of small insects burrowed within the rot.

She pushed her hand against her stomach as the bile rose in her throat, "Oh god."

Kendra's maniacal smile widened, "Betrayer."

Buffy shook her head and backed away, her hand fumbling for the knife the cloaked woman had pressed into her hand earlier. Her fingers slipped along the hilt as she gripped it tightly before drawing it. It's blade giving forth a silver sheen in the darkness, "Kendra, don't. You know this isn't right."

The former Slayer tossed her head back and emitted a wild laugh, exposing her monstrous cut which opened up like a second mouth. When she finally stopped she fixed her blank gaze on Buffy, "I know nothing." Her hand clenched around the ship as she uncoiled it, "Do you think I choose at be this way? That demon stole my soul! I am ruined! Bound! Merciless!" She lashed the whip dangerously near Buffy's feet, "And you! You sleep wit her paramour! You love him! A demon! No better than the rest of them. I should've killed you when I had the chance!"

The whip struck furiously, hitting Buffy across the arm. She hissed in pain and dodged the next blow. Kendra swung the ship at her in a wild frenzy, catching her across the back of her legs and tearing the hem of her tunic. She struck again, the length wrapping around Buffy's forearm. With a vicious yank she pulled the whip away from Kendra and tossed it into the corner. Kendra let out a shriek of rage and leapt toward Buffy but she was prepared and swung her knife, embedding it in the girl's chest. Kendra paused in horror and fell backwards as Buffy yanked the knife out. Thick black blood began to ooze out of the wound as she fell to the floor, the decaying process speeding up until little more than the girl's bones remained on the floor.

Buffy dropped her knife and backed away in horror. She felt the cool metal of the door and stared unseeingly into the dark. Xander, perceiving that the fight was over, moved forward slowly and grabbed Buffy's knife, cleaning it carefully on the stone floor. He handed it back to her quietly and she accepted it, sheathing it without really even knowing what she was doing. Finally, she shook her head and moved over to Kendra's bones, she ran her hands over them carefully before whispering goodbye and standing to face Xander who watched her impassively.

"So," she looked up at the door, "Let's figure a way out of here."

"You brought them here. If it wasn't for you, none of this would of happened."

Buffy closed her eyes as her hands clenched into fists, "You really are an idiot." She opened her eyes and turned to face him, "I don't know which part of me just saving your ass that you missed but believe me when I say I regret it! I don't even know why I listen to you. We're not friends any more, if we ever were, and you have no say in my life. Got it?"

Xander was about to open his mouth to retort when his eyes bulged out and he motioned for Buffy to turn around. She did so carefully, her fingers brushing over the hilt of her knife. Above the door a line of runic script shone dully. Buffy stepped forward and raised her hand towards them. Xander came to stand next to her, staring up at the inscription in awe, "What does it say?"

"The Past," Buffy muttered, her eyes tracing the intricate carving on the door to the circle carved in the center. She pressed her hand against it and gasped as the metal molded itself around her hand, clutching it tightly before releasing her. Carefully, Buffy pushed on the door and watched as it swung open to reveal a long flight of stairs.

"Nowhere to go but up."

Buffy nodded and began the climb into the dark.

'Runaway, runaway,

Hold, hold you but you're going away.

Runaway, runaway,

Hold you tomorrow but you're leaving today.'