Disclaimer: None of the characters in this chapter are mine of course nor am I affiliated with Fox, the WB, and Paramount and other agencies mentioned here.

Los Angeles

Gabriel turned his gaze away from Illyria back at the sword. "Yes, they go back. The shell…no…Terrance was on his way to meet up with Wesley, but he was ambushed and wounded by a large group of demons. Your acolyte took pity on him, and decided to give him a second chance." Gabriel noted as he looked at his hands.

Illyria continued looking through the shelves; she removed a number of books and a codex from it and placed them in a bag. She again looked at Wesley's picture, and stared at it for a few moments as Gabriel continued packing up the weapons. Small tears ran down her face, as the last moments of Wesley kept running through her mind again and again. If only I came earlier this could have been avoided.

But you still came, and you were concerned.

Illyria shook her head at this new voice. What? Her eyes closed for a second, and she opened them. No, this can't be right! She looked around, and found herself in some bright empty place. Wesley? Is that you? She turned and saw a figure next to her.

Wesley! But your...how is this possible?

Anything's possible, my love. Wesley leaned in and kissed her. The kiss was soft and warm, something she had not felt before when she kissed him in his last moments.

I knew I would find you again Fred, I've waited for you.

Illyria paused, Fred…but…She looked at herself. She was not blue, and her armor was not in place. She was Fred, wearing her clothes and her shape, but she did not remember changing herself.

I've missed you Fred, but now were together again like you said.

Illyria shook her head again. What is going on here?

Yes, like I said.

Illyria? Again she turned around at the voice. Illyria?

"Illyria?" Gabriel asked as Illyria opened her eyes slowly.

"What happened?"

"You fell and you transformed into your shell's former shape," Gabriel replied, examining her. "You were also whispering something."

Illyria looked at herself. Yes, she had indeed changed back into Winifred's shape, but that did not make any sense. Only she had the will to change it. Was it a dream? It felt so real. She immediately changed back to her blue state.

"We should leave. Do we have everything?"

"Yes," Gabriel replied, holding the bags containing the codex, books and weapons.

"Let us depart."

Spike's Apartment

Angel stepped out of the bathroom, drying his hair with a towel, as Spike continued playing video games on his X-Box.

"That's right screaming jackals! Feel my wrath! There's no place to hide!" Spike grumbled as sounds of gun fire, screams, and roars came from the TV.

Angel stared at Spike. "The world is on the path towards destruction, and you sit here playing video games?" Angel looked through the piles of games and noticed a Gamecube stacked behind the TV and picked it up, looking at the disc inside, on the picture were creatures but the one that caught his attention was a yellow rat. He paused for a moment, and stared at Spike.

"Just warming up, mate. At least in this game I'm protecting the Earth from a bunch of aliens that scream like ewoks," Spike replied. He looked up at Angel, and noticed what he meant, but ignores it and goes back to the game. "Bloody useless marines."

The door opened, and Angel looked up as both Illyria and Gabriel walked into the room, placing a large bag on the table. Angel took Spike's controller away, and turned off the TV despite his protest.

"Okay, so what do we got so far?" Angel asked.

Illyria spoke in a monotone voice, "We have retrieved some books and a codex regarding the Demon Age, Wesley had accumulated previously, as well as several conventional weapons stored in his home."

Gabriel opened the bag, and spread the weapons out on the table. He placed the codex on the other side away from the weapons.

"Wesley seemed to enjoy using such advanced weaponry," Gabriel said, examining a Desert Eagle. "This shell retains no memory of Wesley being of such a character."

Spike looked curiously, "You mean this bloke knew Percy?"

"If you mean Wesley, then yes. They roomed together at the academy."

"Then you should have a lot of knowledge on demons and books like Wesley did," Angel said, stepping forward.

Gabriel shook his head. "Unfortunately, the shell, Terrance was not strong in that field. He was more inclined to weaponry and combat."

"Well that sucks! No Bookman means we got no brains on the team." Spike said, turning his gaze to the floor.

"However, both Illyria and are myself aware of the situation we face at this moment," Gabriel replied. Both Angel and Spike turned towards him and Illyria. "The one you met today was one of the Old Ones who murdered Illyria."

"And?" Angel asked, crossing his arms.

Gabriel cocked his head and continued. "His name is Scourge, the Mutilator. There are Five others as well. The Five Elemental Gods known as Wind, Metal, Fire, Earth, and Water. As well as Lucifer, the Fallen Archangel. All of them participated in Illyria's murder."

"Wow," Spike whistled, turning to Illyria, "you should feel loved Blue. Looks like everyone's come back for you."

Illyria stared at him with her cold eyes.

Angel interrupted, "So what do we need to do to beat these guys? We've faced off with Illyria at full power before, and we couldn't do much against her. These guys shouldn't be any different right?"

"Unfortunately, I too was slain by their hands, at least by Lucifer himself." Gabriel sighed. "The Five Elemental Gods are my equals, and Scourge…I am unsure. They are not easy opponents."

"Any special powers we should know about?" Spike asked.

Gabriel pointed out, "The Elemental Gods can summon the power of their elements to them. Many Old Ones do not have special powers such as Illyria's time-altering and portal capabilities. She is really one of the few that could do such a thing. Scourge and Lucifer, though, can summon portals at their command, and have practiced dark magic in the past. In this dimension however, our powers are limited either way due to these shells we have taken over. Otherwise, we would self-destruct."

"So the only way to beat these guys…" Angel said.

"Is to be sneaky," Illyria interrupted, cocking her head. "Is that not how you humans wrenched control of this world from us?"

"I suppose so," Angel stated, thinking for a minute. "But, we still need to come up with some sort of plan, and a way to beat them. Are they invulnerable?"

Gabriel nodded.

"Well," Spike quietly said, everyone turning their attention to him. "Awhile back in Sunnydale, Buffy defeated a god with a god's weapon…uh…a troll mallet. There was also a scythe she found, created to destroy the last pure demon."

"Only weapons forged from the Demon Age can kill an Old One or a god, either that or blessed weapons," Gabriel replied. "Although some of the weapons can increase the power of its user, a weapon still does not make a person's strength; it's how you use them."

"Maybe," Angel said, "but where would we get these weapons? Buffy is out of the question. We can't even reach her and…"

"No one trusts us anymore." Spike replied.

A shink sound was heard, and everyone jumped back, when a long silver spear extended across the table from Gabriel's hand. The spear, about two and a half meters in length, had a very large sharp blade with some sort of markings on it at the end.

"This is my own spear. It can skew any creature easily, and deal a mortal blow to its target, demon or not a demon."

"Wow," Spike said, examining the spear. However, when he slightly touched the blade, he retracted and found himself with a cut on his fingers. "Bugger, that's sharp!"

The spear retracts, and hides in Gabriel's armor.

"Well, we're going to need more of those kinds of weapons, if we hope to stop these demons. We'll just have to play dirty," Angel said, tapping his fingers on the table. "Speaking of which, how do we find them? It's been strangely quiet for awhile, no rain of fire or anything."

"Perhaps the enemy is rallying their forces and organizing themselves before striking," Illyria pointed out.

"Which means we don't have a lot of time," Angel replied and grabbed one of the books, "Let's get cracking."

"Research," Spike said. "Wish Percy was here to do that."

Illyria looked away sadly, and Spike quickly sat on the couch and began reading the books. Angel walked up to Gabriel, holding a book in his hand, but Gabriel declined.

"No, I do not require a book vampire. This shell is filled with memories of explorations and discoveries of ancient weapons in the past," Gabriel cocked his head, and slightly pushed the book away. "I should be able to find something useful there."

Angel nodded, and turned away. "By the way, it's Angel."

"Yes, I know vampire."

"I meant you should call me Angel, instead of vampire," Angel replied, pointing at Spike. "And that's Spike, the other vampire."

Gabriel acknowledged his words, and went to stand near Illyria. Who was sitting on the other side of the couch; like a father watching over his daughter. He closed his eyes and shuffled through his shell's memories. Angel grinned, sat on a chair next to the table, and began reading.