Cut to: the streets of Sunny D.

Spike is walking, occasionally putting his cigarette up to his lips. His eyes are toward the ground, and he's muttering to himself. All we see is his face.

"Can't kill, can't fight. What kind of vampire am I? Gotta get a soul, make Buffy love you back. Never gonna happen."

The camera pans out. We see Spike, being followed by...Spike.

"Leave me alone." Spike said to the First. He turned around and it was gone. He turned back around to continue walking and he found the first in front of himself.

"I know what you are and you can't get to me."

"I already am. You wouldn't hear me if I couldn't. Wouldn't be able to see me."

"I bloody well may be insane 'cause of this bleedin' soul, but I know you don't belong." Spike looked up. The first morphed into Buffy.

"Of course I belong. I'm the slayer."

"You're not her, you're dirty, not her." Spike is crying. "Be anything but her!" He yelled.

Spike started running. Didn't know where he was going, but he let his feet do the leading. His mind was too tired.

------------

Cut to Buffy's room: Night.

It's dark.

"Dawn?"

"Yeah Buff?"

"You awake?"

"No."

"Ok." We hear the sound of sheets rustling, then the light turns on.

"Buffy, what's on your mind?" Dawn sat back down on the bed.

"Nothing, go back to sleep."

"Don't do that Buffy. Be my sister, talk to me." Dawn shook Buffy's shoulder violently.

"Ok...I've been thinking. Wondering actually..." Buffy sat up and looked at her sister. "How did you get so know-y?"

"Whaddya mean, Buff?"

"I mean- about all that guardian stuff, and watcher stuff that Giles didn't even know."

"Promise not to get mad at me?"

"I promise."

"A while ago, Willow showed me some spells."

"Don't get mad at her, I asked her, she was totally against it until I begged."

"How long has this been going on?"

"A little over a week ago, when we all went to The Bronze, I went to see how Willow was doing and I saw her floating things around her room."

"Willow was doing majick in the house?"

"Just little things, floating pencils and roses and pictures. And when Tara was alive they used to show me little things like that, pencil floating and stuff. And then I asked her to help me with a spell I was researching."

"What kind of Spell?" Flashback to Willow's room (day).

"Promise you won't tell Buffy?"

"Dawn, if this is something you have to keep from your sister, then it's probably not a good idea."

"It's not that, it's just that she'll—she won't understand."



"What do you mean?"

"I don't want to offend her."

"How would you?"

"I know she's not really my sister. I know that I'm special, that I'm the key."

"Buffy knows you're the key too, remember, but you
are her sister."[

"But I wasn't always. I was- a big ball of energy."[

"So why so you need me?"

"Help me learn about who I am. There's this spell, it's a memory spell.

"Dawn, you remember what happened last time I—"

"This spell is different. It's a spell to enlighten. It's supposed to help someone remember things they've forgotten. And I want to remember what I was before the monks made me Dawn Summers."

Cut back to Buffy's room.

"And Willow helped you?"

"Well, yes, but it took much convincing."

"Dawn..."

"I knew you'd be mad."

"I just- don't know what to say." Buffy looked down at her hands.

"About everything I've learned?"

"No. Dawn, I think it's great that you wanna know about your past, it could be really useful to us in this battle. Just—Willow with the magic... again."

"It's not like that Buffy, she's learning to control it."

"That's what I'm afraid of. I don't trust her spells, remember all the memory loss and invisibleness, and..."

"It's different now Buffy. Willow is breaking inside because of all the remorse she feels for everything she's done."

"Which makes her unstable. I've seen unstable Willow. I don't wanna see her again."

"What are you gonna do about it?"

"Keep Willow out of this battle."

"But you can't—Buffy, we need her."

"I don't." Buffy said quietly but firmly, and laid herself down to sleep.

-----------------------

Cut to Willow's Room.

Willow is sleeping...her arms are wrapped around Faith's stomach and her head is resting on Faith's chest. Her red hair is shining, and is the last thing Faith smelled before she went to sleep. Faith lay asleep under her exhausted witch, with her arms wrapped around the red headed woman. Willow began to stir, and this caused Faith to wake up a little, but not enough to open her eyes.

"You ok, Red?" Faith asked sleepily.

"Mmmm." Willow groaned as she rolled away from Faith.

Faith followed and put her arm over Willow's side onto her stomach.

-----------------------

Cut to: The Summers' house, ext.

Spike is walking, trudging up the front lawn toward the house. His feet are heavy, his eyes tired. Daybreak is near and the blonde vampire is fully aware of that. He can smell it. This doesn't change his pace, as he slowly, painfully enters the house.

The curtains are closed and the living room is dark. Andrew is asleep in an armchair, Giles is asleep on the couch and Xander is asleep on the floor. Spike heads for the kitchen.

He opens the fridge and pulls out two small bags of blood. It's been a long time since he'd eaten.

-----------------------

Cut to: Buffy's room.

The clock reads 5:47 a.m. Buffy is laying awake. She stands and slowly pulls on a pair of pants. Dawn has taken over her bed and all the blankets. The cold, and tired slayer walked down to get herself something to drink.

She was about to walk into the kitchen when she noticed Spike and paused for a moment.

We see Spike sitting at the table, his head in his hands. He seems to be crying. Next to him on the table sits a mug of warm blood. Buffy cleared her throat to make her presence known.

Spike looked up at her. His eyes were bloodshot, hair a mess, and his cheeks were glistening from the dim light of the kitchen reflecting off his tears.

"Good night, then." Spike mumbled. He descended the stairs to the basement.

"Spike..." Buffy whispered. She followed him down.

"Come to yell at me again, have you? Go 'head but I won't hear it." He sat down on the cot. "I'm too tired to listen. Too tired to care."

"Spike." She whispered again. His eyes looked deep into hers. "Hold me?" She asked quietly.

Buffy didn't wait for an answer. She laid herself down on the cot next to the blonde vampire.

"Buffy..." Spike slurred. He looked at her eyes, her face, glowing. "My Buffy." and those were the last words said, before they drifted off to sleep.

----------------------------------------------

Morning: Summers' house. The kitchen.

Dawn's thoughts What happened to Buffy? She gave the whole speech about how we have to stick together. And all she wants to do is exclude people. I thought she and Willow were getting close again, back to being friends...They even robbed that mall together, I thought that was a sign a friendship, but maybe I'm wrong.

"I said, hey Dawnie..." Willow said, waving her hand in front of Dawn's face to get her attention.

"Sorry Willow. I was thinking."

"I could tell. What about?" Willow sat down and opened a book.

"Just Buffy."

"Everything ok?"

"Yeah. She rescued me from a roomful of screaming teenagers."

"That's good, but why the extra-thinky face?"

"I'm just worried about her I guess.

"Wanna talk about it?"

"Not really." Dawn took down a bowl from the cabinet and poured herself some cereal. "So, how was your night?"

"Um..." Willow blushed, "It was good."

"I noticed from the giggle-fest you two were having."

"You heard that?... Don't tell Faith she'll totally freak."

"You think so?"

"She will. She'll go psycho-slayer on me."

"How could I not hear you guys- you were so loud."

"It wasn't- we were just having fun."

"Willow, it's ok. I was just joking."

"Hey Will, what's the what?" Buffy came into the kitchen. Dawn shot her a nasty 'I can't believe you' look, and stormed out of the room.

"What was that all about?" Willow asked.

"I dunno. We had a little bitty argument last night and-"

"It's ok, I understand, a sister thing."

"What's with you, Will?"

"Nothing."

"Come on, Will. You can tell me anything. I'm your best friend, Will."

"Buffy, you can't lie to me. I know Dawn told you about the spell. I know that you don't trust me and that's why you're all with the wiggins."

"Will...Willow, I'm sorry..."

"No, Buffy, You tell me that you forgive me, that you've given me another chance...and now you're acting like you're afraid of me."

"I didn't know you were doing magic again."

"What does it matter?"

"Last time I saw you do a spell, you went all veiny and tried to kill me.

Willow and Buffy continue to argue. We see Faith watching from the doorway.

Willow tried her best to hold back tears, but it wasn't working very well.

"I'm sorry Will, this is how it has to be. I want you out." Buffy said coldly.

Buffy turned around to see Faith standing behind her.

"Hey- you ready to go."

"In a few B, can I have a minute with Red?"

"Yeah. Sure." Buffy said cheerily as if nothing just happened. She headed upstairs.

"Willow... I heard what just happened." Faith walked closer to the witch.

"It's ok. That's just Buffy. That's how she is. One day you're forgiven, and the next day you're not."

"I'm not letting you leave."

"You heard her." Willow stood.

"You can't...I can't survive in this house without you."

"Then I at least need to stay away from Buffy for a really long time, and being here isn't going to help with that."

Willow started to walk away from Faith.

"Where are you going?"

"To say goodbye to Dawn."

"Willow you don't have to do that. Let me talk to Buffy. We're going to look for that weapon thing. We'll be gone for a while..."

"Well, maybe I won't be here when you get back." willow is now crying. Her back is turned to Faith.

"Where you gonna go?"

"I don't know Faith."

Faith walked closer to Willow, putting her hand on the red head's shoulder. Willow didn't move.

"Look at me?" Faith pleaded. Willow didn't budge. Her tears were flowing more freely now. Faith wrapped her arms around Willow's stomach and softly kissed the back of her neck.

"I know I hurt her. I know I hurt everyone, but I was different. I'm different now. She think that just because I've started using magic again that I'm gonna go all evil."

Faith let go of Willow, folding her arms on her chest.

Willow turned around to look at Faith. "Faith, I have to do this... people don't want me here..."

Faith waited and just looked at her Willow. She looked into those big green eyes and jut let herself enjoy what she saw, but on the outside she wore a stern expression.

"Shit, Red. I want you here. I need you here."

"I know but,"

"But if that's not enough than I'm a fool for loving you. I thought you were bigger than that."

Willow stood silently, looking at the floor.

"Willow," Faith moved close to her so that their bodies were almost touching. Faith put one hand on Willow's cheek. The witch started to back away, with tears in her eyes. "Don't do this." Faith whispered.

Willow took another step back, her tear-filled eyes locked on Faith. She didn't know whether to run, or to Let Faith take hold of her and just cry.

Faith looked at the woman in front of her. If she didn't do something soon, Willow would be gone and she couldn't risk that. A tear fell down Faith's cheek.

"I'm sorry." Willow whispered.

"No!" Faith grabbed Willow by her belt buckle and pulled her body close, planting a rough, but meaningful kiss on her love's lips. One hand was playing with the top of Willow's jeans and the other hand was on the back of Willow's head, fingers entwined in her red hair.

The kiss lingered, tongues danced, but both women were crying.

Willow shuddered at Faith's actions. She put her arms around Faith's waist as they kissed.

Faith slowly pulled out of the kiss with her eyes still closed; she rested her forehead against Willow's.

"I'm not going anywhere..." Faith whispered, "Until you promise me that when I get back...you'll be in or near this house."

"Open your eyes." Willow said. Their noses were touching. Faith obliged. "I promise." Willow said, looking into Faith's eyes. The two women hugged. They held each other for a few minutes, but it seemed to them like only a few seconds. Buffy came back into the kitchen.

"Faith- It's time to go."

"You promised, Red."

Willow nodded her head. And Faith and Buffy were on their way, leaving a very upset witch in the kitchen.