Disclaimer: I do not own Joss work. Nuff said.

This is an AU version of Angel Season 5 which will feature Spike, Cordelia, and Connor. It might even include a certain lawyer which we love, yet despise. Tara will be coming along in later episodes, and I will add more Scoobie interaction with AI. People please read this fic and review, please!!! Thank you.

Angel Episode 5.02 "Revamp" Writer: Shadow Wren

Angel (V.O.):

Previously on Angel.

Season 3- Tomorrow

Skip:

You're a great warrior Cordelia. The battle that we're all apart of is fought on many different planes and dimensions. You've outgrown this one. You've become a Higher Being.

Cordelia rises in a cone of light.

Season 4 – Home

Fred:

Who's Connor?

Lilah:

What we're offering you is a turn key, state of the art, multitasking operation. What you do with it...well that's up to you.

Season 5- Serpent Covis

Holly:

Anything else you want to know Mr. Pryce?

Wesley:

Just one more thing.

Produces the Pentoura Orb.

Wesley:

Let's cut the child's play shall we?

Cut to Holly looking amused

Holly:

I think you should know by now what I am.

Pans over to Angel looking suspiciously at Holly.

Angel:

The First. The first evil to ever exist.

Angel (V.O.):

Goodbye...son.

Watches the spot where his son had stood.

TEASER

SCENE: INT. WOLFRAM & HART, LOBBY, AFTERNOON

Shot of L.A. skylight. Camera pans down to the exterior of Wolfram & Hart Tower. Cuts to the interior of the lobby. ANGEL, WES, and LORNE are at the main desk analyzing the amulet given to ANGEL by WILLOW.

LORNE:

Does it glow?

ANGEL:

No. It doesn't do anything. I had the psychics check this thing top to bottom. Nothing comes off of it. Only thing they can get off of it is a sense of power.

WESLEY:

Have you found a way to activate it?

ANGEL:

No. Closet thing I could get is that it takes a lot of internal energy to activate this thing.

Cut to LORNE looking apprehensive.

LORNE:

Is that how Spike did it?

Pans to ANGEL looking sharply at LORNE with a startled expression.

ANGEL (hesitant):

Uh, yeah. I guess that's how Spike managed to utilize the amulet. What I don't get is how he tapped into enough power to decimate the hellmouth. The amulet is a conduit of sorts. For Spike to tap into enough power to destroy a hellmouth, it's mind-boggling.

Pans out to include ANGEL, LORNE, and WESLEY'S thoughtful expression as they contemplate the events leading to the arrival of the amulet.

WESLEY:

Well, I personally believe that this amulet should be contained until more answers can be revealed. It's obvious that this amulet is very powerful and dangerous. If we- -

HOLLY (V.O.):

Mr. Pryce! Mr. Pryce!

Camera pans over to see HOLLY jogging over to where WESLEY, ANGEL, and LORNE are standing. She waves at ANGEL who nods to her and hugs LORNE, then goes over to WESLEY.

HOLLY:

Mr. Pryce sir, the shipment of Valoukian scrolls you ordered just came in. You need to come and sign the invoice for the shipment.

WESLEY:

Thank you Ms. Marston. Are all the scrolls I requested accounted for?

HOLLY:

Yes sir. Thirty-two scrolls ready and waiting for you. You just need to sign the invoice.

WESLEY:

Alright then. I'll be along in a minute.

HOLLY:

Ok.

HOLLY turns to leave, but something catches her eye. Pans over to ANGEL'S hand which holds the amulet. Cuts to HOLLY'S eyes widening in fear.

HOLLY:

Mr. Angel sir. You shouldn't have that, that thing with you.

Cuts to ANGEL looking worried.

ANGEL:

What do you mean? Do you know what this thing is?

Cuts to HOLLY nodding her head frantically. Pans over to WESLEY and LORNE listening in.

HOLLY:

In the order there were legends about an amulet that absorbed the essence of the wearer. It bestowed great magical power on the wielder, but there was a terrible price. The very essence of the wearer is absorbed into the amulet while their corporeal form is decimated.

ANGEL (Shocked):

Then that means that Spike, he's...

HOLLY:

It's possible. I'm not certaint of the accuracy of these legends, but if they are then...

WESLEY:

We need to get him out as soon as possible.

HOLLY:

That's just the thing. I don't know if the legends are 100 % accurate. It's been passed on as stories for over five hundred years. For all you know, it could house a demonic being. No offense Lorne.

LORNE grins

LORNE:

No problem sweet cheeks.

ANGEL:

Is there a possible way to make sure that there's no booby traps in this thing?

HOLLY (Thoughtfully):

I'm not sure if it's possible. I could try though. That is, if you don't mind me doing this.

ANGEL smiles at HOLLY. Cut to WESLEY and LORNE looking pleased.

ANGEL:

If you think you can figure this thing out, you're welcome to try.

HOLLY gives a small smile and holds out her hand. Camera focuses on the amulet being placed in HOLLY'S hands. HOLLY nods once, and starts breathing in and out deeply. A small wind picks up gradually around her. Cuts to WESLEY taking a step, then stopping himself. Cuts back to HOLLY who is murmuring softly to herself. Suddenly HOLLY throws her head back, and the winds become stronger. Cut to the amulet glowing in a golden light. A bright flash resounds through the lobby, and when the flash fades, the amulet is gone. Pans to HOLLY looking shocked, and ANGEL looking petrified.

SCENE: INT. WOLFRAM & HART, MAIN LAB, LATE AFTERNOON

Camera pans into the lab where GUNN is watching FRED direct some assistants with a project. As FRED walks over to GUNN, a golden flash resounds through the lab, causing many of the lab staff to drop to the floor and start screaming. When the flash fades, the amulet appears on FRED'S desk. Cut to FRED and GUNN'S shocked faces.

GUNN (slowly):

What the hell was that?

Cuts back to the amulet which releases a black cloud which circles within itself, becoming more solid. As it solidifies, a loud primal scream pierces the air. The door to the lab breaks open and ANGEL, WESLEY, LORNE, and HOLLY run into the room only to see the cloud of particles take on a human shape. Camera focuses on the human, screaming shape which is soon revealed to be the form of SPIKE. As SPIKE finishes his scream, he collapses on the ground, panting and cursing. Cut to ANGEL'S eyes widening.

ANGEL (Shocked):

Spike?

SPIKE gets up and upon seeing ANGEL promptly starts cursing.

SPIKE:

Oh, bloody sodding hell!

Fades To Black

END TEASER

Credits Roll

ACT I

SCENE: INT. WOLFRAM & HART, LAB, AFTERNOON

SPIKE stares at ANGEL with an expression that shows pain, fear, and annoyance. Pans over to HOLLY who holds her breath, waiting. Cuts to GUNN, FRED, WESLEY, and LORNE who just stand there, shocked into silence. Cuts back to ANGEL who slowly steps forward towards SPIKE.

ANGEL:

Alright Spike. Just calm down okay? I know your probably confused, and hurting right now, but all you need to do is- -

SPIKE:

Is this hell?

ANGEL (confused):

What? No!

SPIKE:

This has to be hell. 'Cause there's no way in hell I would be stuck with you if I got my bleeding reward for saving the world and all that rot.

Pans over to ANGEL starting to look annoyed.

ANGEL:

Look, that's it! You want to know where you are Spike? You want to know where you are! Fine. Your in L.A., you died, the hellmouth's gone and your stuck here with me, in Wolfram and Hart. Now shut up, and let Fred take you to the infirmary so we can analyze you and kick your ass out to the curb!

ANGEL stalks out of the lab. Pans over to HOLLY stepping forward to the vampire, slowly.

HOLLY:

Your William the Bloody? The childe of Angelus?

SPIKE:

It's Spike woman, and yes I am he. What's it to ya?

HOLLY nods and turns to go back to the lobby.

HOLLY:

Dawn misses you a lot. She cries a lot about you.

Cut to SPIKE'S eyes widening in shock. He rushes over and grabs HOLLY tightly by the arms. WESLEY gets enraged and goes over to pry HOLLY from SPIKE's grip, but stops himself when HOLLY flashes a look of warning at him.

SPIKE (agitated):

Where did you see her huh? What the hell did you do to her you- -

HOLLY's eyes turn opaque and a wind starts blowing in the lab, shattering vials and turning over tables. When SPIKE sees this, he gulps loudly.

SPIKE (muttering):

Oh, sh- -

HOLLY (in a rage):

Dispersas !

SPIKE goes flying through the window of the main office of the lab, down to the second level below. Cut to HOLLY breathing heavily, and pans over to GUNN and FRED looking on frightened, cuts back to SPIKE smashing a table upon contact. The lab workers still standing start screaming and run around desperately looking for a way out of the lab. Cuts back to HOLLY raising her hand.

HOLLY:

Silence!

Immediately silence occurs. Pans over to SPIKE lying there trying to speak. He opens his mouth and no words come out. Pans to the lab workers holding their throats trying to make sounds growing more panicked by the minute when they realize that they can't make a sound. Cuts back to WESLEY, GUNN, FRED, and LORNE slowly walking over to where HOLLY stands. Cuts to FRED with fear on her face as she witnesses the magnitude of HOLLY'S power.

FRED (in awe):

How?

HOLLY calms down and her eyes turn back to their natural chocolate color. She waves her hand, and noise suddenly comes back as everyone, SPIKE included can speak again. She looks down at SPIKE hard.

HOLLY (angrily):

How dare you get into my face, with the balls to accuse me of harming that sweet, innocent girl! For your information William, I merely comforted her while she bawled her eyes out over you!

Pans over to SPIKE slowly getting up, still weak and disoriented by his resurrection and in pain due to HOLLY'S display of power. He staggers, but quickly rights himself and gazes at HOLLY with fear, and respect for her power.

SPIKE:

Bloody Hell. That was- -that was pretty damn powerful witch. Bet you could go toe to toe against Red with that kind of mojo.

HOLLY relaxes, and FRED gives a sigh of relief, thankful that her lab wouldn't be decimated. HOLLY smiles, but her eyes are still narrowed as she looks at the vampire.

HOLLY:

Do you mean Willow? Nah, I could never reach the level of raw power she possesses. That girl is practically a goddess. Believe, me I know. I've met one before.

WESLEY (intrigued):

You did? When?

HOLLY:

2000. In the good ole mother country. I was meditating.

WESLEY (awed):

Fascinating.

HOLLY (dryly):

Quite.

SCENE: INT. ALLEY, NIGHT

A woman is walking through the alley when a can clatters. She stops, looking around to see if anyone is there, then turns back and resumes walking. Another object, this time a garbage can smashes against the wall. Cuts to the woman's frightened face. She turns around and starts running as fast as she can, heading towards the back of the alley. As she nears it, she turns around and slows down, smiling to herself. After she catches her breath she turns around just in time to scream as she sees a VAMPIRE in game face, grinning at her. She turns back towards the alley only to scream again as she sees a second VAMPIRE, also in game face walking towards her.

VAMPIRE 2:

What's the rush?

Cuts back to the woman who backs up into VAMPIRE 1 who grabs her by the arms, keeping her from getting away. She starts crying, and begins to beg.

WOMAN (crying):

Please don't hurt me. I need to go home. I have a son, and he'll get scared if I don't come back. Please, I'm begging you, I'm begging you!

VAMPIRE 1 looks at VAMPIRE 2 and it looks as if they're actually contemplating the woman's words. Then VAMPIRE 1 grins.

VAMPIRE 1:

Nope!

As the woman screams hysterically, VAMPIRE 1 sinks his fangs into her, draining her blood. He throws her to VAMPIRE 2 who finishes draining her, then drops her body to the ground. He grins, sated.

VAMPIRE 2:

That was pretty damn good!

VAMPIRE 1:

Hell yeah. Hey, want to go grab a bite at Sunni's Café?

VAMPIRE 2:

Alright, man.

They turn to go, only to stop and scream in pain and anguish as their faces start smoking, and they burst first into flames, then dust. As the dust settles, a man in his late forties wearing a black robe with a crimson cloak walks over to the woman's body. He kneels down and inspects her body. When he sees the bite marks, he shakes his head and places his hand on the marks. Cut to the man as he whispers silently to himself. Camera pans down to the wounds which begin closing in and seamlessly form into untouched skin. The man grins.

MAN:

There, there. Much better.

He touches the woman's forehead and silently shimmers away, leaving only the woman's clothes. Pans out to view of the entire city.

Fades To Black.

ACT II

SCENE: INT. WOLFRAM & HART, LAB, NIGHT

The gang are on the second floor of the lab. WESLEY is looking through a microscope and FRED is holding a beeping instrument over SPIKE. Cut to SPIKE grimacing as the energy in the device washes over him time and time again as FRED completes her evaluation.

SPIKE:

Are you done pet?

FRED:

Almost. Everything checks out, you're free to go.

SPIKE:

Good. Can't wait to get out of this hellhole, no offense luv.

FRED: None taken. Got anything Wes?

Pans over to WESLEY releasing the microscope and taking off his glasses. He glances over and the camera pans over to show HOLLY reading a text, and LORNE and GUNN directing the cleanup crew. Cuts back over to WESLEY.

WESLEY:

Well, there's nothing out of the ordinary. He will be out of phase from this dimension when he's in an extended period of rest, but other than that he should be fine. So long as Spike stays active until his essence stays in sync with this dimension on a permanent basis.

FRED nods and deactivates the device she was using. SPIKE hops off the table and sits in a nearby chair.

SPIKE:

So, is the Slayer alright?

WESLEY:

Yes, Spike. Buffy, Faith, and the others for the most part turned out alright. There's more Slayers now though, but- -

SPIKE (interrupting):

So Red's mojo worked then?

FRED:

Yep. That's what I admire about Willow, her magic is so, intense. Hey Wes, remember when Willow came over to re-soul Angel?

WESLEY (grinning faintly):

How could I forget? She was...primal that day.

Cut to SPIKE looking confused.

SPIKE:

Wait just one bleeding minute. You all have met Red before the whole First Evil crap?

FRED:

Well, Wes met Willow before when she was in high school, I met her when the B-word - -

SPIKE (interrupting):

B-word?

GUNN:

Buffy. When Buffy died.

FRED (cont.):

Then I called Willow to help us re-soul Angel when he lost his soul a few months ago, and she kicked Jasmine's skanky, evil ass.

WESLEY:

Plus we met Faith. Well, they met Faith for the first time. I met her during Buffy's senior year, then again when she tortured me, and then when I broke her out of prison.

SPIKE:

Oh ho! So you're the one's that broke Faith out of the slammer, eh? Pretty damn big of you.

SPIKE points at HOLLY

SPIKE:

And you? When did you meet Faith?

HOLLY looks up at SPIKE and grins.

HOLLY:

When she came here. Nice girl. We have the same taste in clothes.

WESLEY looks at HOLLY. Pans over to GUNN and LORNE looking at her weird.

WESLEY:

Really?

HOLLY smirks.

HOLLY:

Really.

ANGEL (V.O.):

And while you gossip about the past, and trade clothing secrets, people are dying and taken away.

Pans over to show ANGEL walk into the lab, and deposit a file next to WESLEY. WESLEY raises his eyebrows, but takes the file, skimming through the contents. When he closes it, a worried expression crosses his face.

WESLEY:

Oh dear.

ANGEL:

My thoughts exactly.

LORNE:

Uh, not to burst your inner mono, but don't you think we should all get the scoop here?

ANGEL looks sheepish.

ANGEL:

Oh yeah, sorry guys.

SPIKE:

What's the what?

Pans out to show everyone looking at SPIKE weirdly.

SPIKE (defensively):

What? So I picked up a habit from Sunnyhell, big deal!

ANGEL (rolling his eyes):

Anyway, the man were dealing with here is Pierce Coulder. He's a big time sorcerer here in the West Coast. He's about 48; uh he's six feet two inches. He specializes in Internment Acquisitions.

HOLLY:

Internment Acquisitions?

WESLEY:

Grave robbing.

HOLLY:

Oh. He's a necromancer.

ANGEL:

Right. According to files, he's helped out the old Wolfram & Hart with a few projects. He specializes in infusing demonic essences into mortal corpses.

FRED (disgusted):

Eww! Gross!

GUNN:

What's he doing in L.A.?

WESLEY:

According to the file he's raising a demon army of sorts. Making them infiltrate the human world, place themselves in society. Then, when the time comes and he's ready- -

SPIKE:

They'll strike. Bloody pathetic if you ask me.

ANGEL:

Well nobody did.

SPIKE:

Screw you!

Pans over to ANGEL heading toward SPIKE. FRED gets in between the two before they can go at it.

FRED:

Stop it! Right now! We don't have time for this crap. I know you guys aren't the best of friends. That's nice. We don't have time to watch you two making fools of yourselves. Now Angel, you and Holly should go to Pierce's lair and keep him from making more demons. Gunn and Wes? Your on research. Lorne? You and Spike are going to find out where his minions are, and then security are going to take them down. Got it?

The others look at FRED shocked. Silently they go about their duties, and FRED walks off to help research.

Fade To Black.

ACT III

SCENE: INT. WESTWOOD MANOR, L.A., NIGHT

ANGEL and HOLLY walk up to a brick mansion, with a gargoyle on it's front. ANGEL views the surroundings around him and rolls his eyes.

ANGEL (muttering):

Pathetic.

HOLLY:

What was that?

ANGEL:

Nothing.

Camera pans over to ANGEL as he kicks the door open. He and HOLLY creep silently into the house. As they creep, a guard comes out and spots them.

GUARD:

Hey!

ANGEL:

So much for the warm welcome.

The Camera pans over to the guard rushing at ANGEL. As the guard throws a right hook, ANGEL ducks and punches him in the gut. As the guard doubles over, ANGEL grabs his neck and twists, breaking it. He looks at HOLLY and she nods. They commence their search for the necromancer and discover a steel door. HOLLY raises her hand and brushes it against the door for any traces of mystical energy as ANGEL watches on. Finally HOLLY lets her arm down. Cuts to ANGEL'S anxious face.

ANGEL:

Are you done?

HOLLY:

Yeah. There's no direct trace of magic on the door. However, there is a lot of indirect energy flowing against the door. This guy is really strong magically if anything else.

ANGEL:

That doesn't change what we need to do. We have to stop him now before he tries to take over the West Coast.

HOLLY:

I'm just saying- -

ANGEL:

God, Cordelia!

Camera pans over to see ANGEL'S shocked expression. HOLLY on the other hand nods like she expected it all along and opens the door. They see a room where the necromancer is busy infusing a demon in the corpse. As he finishes, ANGEL and HOLLY step into the room.

ANGEL:

Quite the operation you've got there.

PIERCE:

Yeah, well all good things come to an unfortunate end.

PIERCE gestures at ANGEL and sends him flying into a pile of dark magic texts. As he lays there sprawled on the floor, PIERCE sends a blade at HOLLY who stops it in its tracks with a wave of her hand. When she does this, PIERCE pauses.

PIERCE:

What's this then? A fledgling witch? Think you can take me little girl?

HOLLY (smirking):

Bring it on Gramps.

Cut to PIERCE forming and throwing a bolt of lighting which HOLLY dodges. She holds her right hand and sends PIERCE flying into the wall. After she does that, HOLLY gets a bowl and places a sprig of rosemary, a dash of basil, and a knife. She grinds up the rosemary and basil and coats it on the knife. As PIERCE gets up, she starts chanting.

HOLLY:

I summon you the almighty spirits of the dead, To aid me in my rite as I banish a harbringer of death unto his doom.

PIERCE (scared):

No!

HOLLY (cont.):

I offer you rosemary for a blessing, and basil under a silver moon; To protect your ghostly movements, and grant to you a special boon. Spirits! I summon thee, destroy this caster! Blessed Be.

As HOLLY chants camera pans to the knife which begins to glow silver. At the crux of her incantation, HOLLY throws the knife which hits PIERCE straight in the heart. As he screams and writhes, HOLLY evokes the equal armed cross on her chest and recites the Lord's prayer. When she does so, PIERCE'S skin begins to glow red, as slowly he begins to burn to ashes. Cuts to ANGEL who watches silently as PIERCE dies. When it's over, he gets up and stands next to HOLLY.

ANGEL:

Well, that was a blast.

HOLLY (dryly):

You think?

DEMON (V.O.):

I think it's not over yet.

Pans to the body of the dead woman which opens its eyes and starts to glow a crimson red. Cuts to ANGEL who quickly grabs a sword and chops it's head off, turning it to dust. As HOLLY watches, she start to grin.

Fade to black.

ACT IV

SCENE: INT. WOLFRAM & HART, INFIRMARY, NIGHT

ANGEL sits in a chair next to the comatose CORDELIA. He slowly gets up, and kisses her forehead. As he sits back down, he sees a shadowy figure. As the figure steps forward, its revealed to be HOLLY.

HOLLY (nodding towards CORDELIA):

So this is the girl of your dreams. The one who's so much like me that you mistake me for her.

ANGEL:

Holly, I- -

HOLLY:

It's okay. I totally understand. I did the same thing my freshman year of college when my boyfriend died after a demon attacked. Is she a witch?

ANGEL (shaking his head):

No. She's a seer. My seer. At least, she used to be until that, that thing used her to manifest in the world.

HOLLY:

The First?

ANGEL:

No. An agent of the First.

HOLLY:

Oh. You love her?

ANGEL ponders HOLLY'S question and smiles, despite himself.

ANGEL (crying):

Yeah, I do. I really do.

Camera pans over to HOLLY sitting next to ANGEL hugging him as he sobs over things lost. Pans out to view WOLFRAM & HART exterior.

Fades to Black.

END

Author's Note: Ok folks, that was the second chapter of Angel Season 5 Take 2. As always please R&R if you liked it, or even if you didn't like it. Tell me how I can make it better. I hope you guys liked my presentation of Spike. I wasn't sure I could write him in good, but I did my best. Next chapter/episode will be a knockoff of the original season 5 episode 5, Life of The Party with only minor adjustments. After that, prepare for the return of our favorite pet werewolf, Oz. I also ask for reviewers to tell me when they want Cordelia to return. She will definitely make numerous appearances during this project. I just don't know when. I will also be working on a project with two other fic writers , well more like do new episodes with them. So, I might be a little slow with the upcoming chapters. Love ya! Ciao!