A/N: A lot of this part is mostly transcribed scenes from the episodes with the difference of some of the dialogue.

Buffy led Anya and Tara along the boundary of the woods, all of them moving with an uninterrupted urgency as they passed through the trees and bushes, heading out of the forests to find Willow and to get away from the memories of the horrific event they had just witnessed.

"Come on," Buffy told them, looking back to urge them along. "We have to keep moving."

Tara stopped, breathless, against a tree, her arm across her stomach and her head held low. "I think I'm gonna be sick..." she told them, a hand over her mouth.

"Again?" Anya asked testily.

Buffy stopped, heading back to Tara. "Tara," she said, gently but urgently, the Slayer in her taking charge of the situation. "We don't have time."

"I know," Tara said softly. "It's just...what happened back there, the sounds of it. The smell..." she suppressed another wave of nausea and light-headedness.

Buffy nodded solemnly, her eyes sad. "I know," she said quietly.

Tara looked up at her, her face a mask of pain and fear. "Willow did that," she said, clearly shaken.

"That's why we have to move," Buffy told her firmly. She placed a hand on Tara's shoulder, making eye contact with the other girl, trying to give her some kind of support, a gesture that Tara acknowledged with a subtle nod. They moved on from where they had stood, moving faster. "You heard what she said," Buffy said. "'One down'."

"So we're thinking 'two to go'?" Anya asked. "Jonathan. And, whatsisface, the other guy?"

"Andrew," Buffy informed them. "Both of them are just sitting in the county jail without a clue Willow's coming."

Tara looked surprised, even though the thought had been in the back of her own mind, but still she was seeking some kind of reassurance that it was going to be okay. "You don't think she's gonna kill them too?" she asked. "She wouldn't," she said, unsure of her own words. "It doesn't make sense."

"Willow's got an addictive personality," Buffy told her. "And she's just tasted blood." She stopped walking, standing still in the woods and looking around with a frustrated expression. "She could be there already."

"No, she couldn't," Tara told them. "A witch at her level? She could only go airborne."

"Which means?" Buffy asked. "In non-magick terms?"

"It's a thing," Anya said with a shrug. "Very flashy, impresses the locals, but it does take longer."

Buffy looked confused. "Longer than what?"

"Teleporting," the demon said simply, disappearing out of sight in a swirl of mystical energy, leaving the other girls behind.

"Right," Buffy said. "Vengeance Demon."

"At least she'll get there first," Tara pointed out.

"And I'm counting the ways that could go wrong," Buffy said as they resumed their quest to get out of the woods, her leading the way.

Tara looked at Buffy. "Anya can handle herself."

"Against Willow?" Buffy asked. "Tonight? Don't be too sure."

"She's got to come down sometime," Tara said. "I mean, back there she was out of her head, running on grief and Magicks."

"Doesn't matter," Buffy said seriously. "Willow just killed somebody. Killing changes you. Believe me, I know."

"Warren was a murderer," Tara said quietly, trying not to look at Buffy. "I mean, Xander's gone..."

"I know," Buffy told her, the memory of seeing his dead body coming back to her, engraining itself into her memory, making her realise that she'd always have that with her, just like she had the sight of her mother's body. "Warren was a stone cold killer," she said. "Maybe he had it coming, but Jonathan and Andrew don't."

Tara remained quiet, thinking to herself, before turning to Buffy pensively. "This is still Willow we're dealing with, right?" she asked.

"You tell me," Buffy told her. "I mean, you know more about this magick stuff than I do. I hope it is. I mean, I want to believe that as much as you do, but whatever she's going through, we gotta stop her. I just can't believe she's doing this..."

"You can't?" Tara asked. "I thought you'd have understood."

"I deal with death every day," Buffy said sadly. "It's a waste to cause more."

"She has to do something," Tara explained. "I mean, she feels like she's going to explode if someone doesn't pay for what happened. It's this power inside of her... If that bullet had hit you, Dawn, Giles...I think she still would have started on the same path. Whoever it was, she would have tried to bring them back. But because it's Xander...she's gone to extremes."

"How do you figure that?"

"She loved him," Tara said simply.

"So did I," Buffy countered, her tone more defensive than she'd intended.

"I know," the witch said sadly. "But not like she did. I mean, I always knew that he meant a lot to her. Ever since I met her, she always talked about him. I could see how much she cared for him when I looked at her, or when I watched them together. It was this deep connection between their aura's that I can't describe, something that could never be broken, except..."

"Except by death..." Buffy finished for her softly.

"Yeah," Tara said. "I just thought...I mean, you were there with them. Those years when they were best friends through everything, when all they had was each other."

"Yeah," Buffy said sadly. "And maybe if I hadn't been then Xander wouldn't be dead and Willow wouldn't be on a homicidal rampage. If I hadn't brought them into my crazy, messed up world, he wouldn't have been there."

"You can't blame yourself for this, Buffy," Tara told her. "If you hadn't been there, they would have both died a long time ago in this town."

Buffy shook her head, willing away the tears in her eyes. "We need to concentrate on stopping Willow," she said with resolve as they moved through the forestry with a hurried pace. "And maybe we can if we get to the..." they reached the clearing in mass of trees to where they had parked the car earlier, only to find the vehicle had been demolished. "...Car..." Buffy finished.

Tara looked at the wreck with shock. The hood was up, the steel somehow contorted into strange shapes while steam poured out from beneath it, the engine and everything else under that obviously destroyed. The tyres were flat to the ground, something sharp probably used to slash them, the windows shattered, a spider web effect on them. "Willow..." she said quietly.

Buffy sighed loudly. "Looks like she wants to finish the job without us tagging along," she said impatiently. "Meet me at the jail."

"Sure," Tara said. "But how are you gonna..." Before she could even finish the sentence, Buffy had taken off running. Tara looked after her, watching as she moved like a wild animal, her pace hitting a speed the witch couldn't even be sure of as she leapt over a felled tree in the short distance without even breaking her stride.

She stood there, alone and feeling useless as Buffy disappeared into the night. "Okay, then," Tara said to herself. "I'll just... catch up. She's only my girlfriend, you know. No big deal, just..." She trailed off softly, glaring at the long road ahead of her. "...Glad I can help..." she said grimly.

Jonathon stood at the bars of the cell, propped against them, forlornly looking out onto the depressing hallway of the Sunnydale Police Station, the surroundings reflecting his mood.

Behind him was Andrew, still sat on the bunk, animatedly distracted as he methodically examined parts of his own body – hair, teeth, fingernails – for something that even he wasn't quite sure of. He stopped as if straining his hearing to listen for something. "Dude," he said to Jonathon. "Move, like, a foot to your left."

Jonathon remained immobile, barely even bothering himself to look at his cellmate. "What for?" he asked.

"I'm trying to hear something," Andrew told him, still listening.

"Like what?"

Andrew looked around suspiciously to make sure there was no one else in the vicinity to hear him. "Signals..." he whispered harshly.

Jonathon looked at him for a moment. "Oh, for crying out loud!" he exclaimed angrily. "Signals?" he asked. "Who from, your probe-happy alien friends? Say, maybe we can trade in some cigarettes for tin foil - make you a nice, little antenna hat."

"Laugh it up, Fuzzball," Andrew spat at him. "I figured it out. Warren never abandoned us. Well, not me, anyway," he said, continuing to check his body determinedly. "This is like his test. If we can just figure out how he's communicating with us, we'll be, you know, worthy."

"You're checking for implants?" Jonathon asked incredulously, crossing his arms over his chest.

Andrew glared at him defensively. "Lex Luthor had a false epidermis escape kit in Superman versus the Amazing Spider-Man Treasury edition—"

"Okay, first of all," Jonathon told him, cutting him off, "those were sonic disrupters and second of all ...you are sadness personified. Waiting for Warren? Yeah, maybe he'll bust us out of here on Santa's magic sleigh."

Andrew stopped checking himself, looking hurt and offended and standing up to confront his cellmate. "I'm telling him you said that."

"Why wait?" Jonathon said, squaring up to his former friend. "I'll tell him myself." He jerked Andrew's elbow towards his own face, using the limb like a microphone while the person still attached to it looked uncomfortable. "Come in, Warren," he said dryly. "Do you read me? Your girlfriend's pathetic, over."

Andrew jerked his arm back, clearly pissed, ready for a fight. "Shut up, Jerk-athan!" he yelled at him. "See this? This is why we get the jet packs and all you get is left behind."

"So you admit it?"

"Why not?" Andrew said with a shrug. "You were out of the Trio a long time ago in a galaxy far, far away and you know why, little feller?" he asked intensely. "No respect for the chain of command."

"Yeah, look how far it got you," Jonathon countered. "Checking every hole in your sad little body for transmitters that don't exist."

"Oh, I'll find it if I have to check every hole in my body and yours," Andrew said, shoving Jonathon's shoulder with his hand.

Jonathon shoved back, just as hard, making Andrew stumble back, resulting in Andrew lunging for Jonathon, grabbing him as they began to tussle pathetically, each as weak as the other.

"Get off!" Jonathon complained.

"Make me!" Andrew said, shoving him.

Jonathon shoved him back and took his chance to get across to the other side of the cell. They glared at one another, about to attack, lunging in synchronicity. Suddenly, as if from nowhere, they were both blown back against the cell walls as Anya teleported in, standing in the centre of the cell as the boys stared at her, totally aghast.

Andrew looked at Jonathon in disbelief. "You do that?"

Jonathon emphatically shook his head.

Anya looked around the cell in surprise. "There you two are," she said quickly to the shocked boys. "Listen to me. We have to get you out of here now or you'll both be killed." She turned to the bars of the cell, craning her neck as she looked down the hall. "Guard!" she called out.

"What's going on?" Jonathon asked suspiciously.

"Guard!" Anya yelled again.

"Stop that!" Andrew told her, turning to Jonathon. "I don't trust her. Do you trust her? This is major uncool."

"Anya," Jonathon said slowly. "You gotta break this down for us a little, or—"

Anya whirled around from the bars of the cell, an angry look on her face as she looked between the two of them. "Warren came after Buffy with a gun," she said, talking quickly. "Warren missed. Warren shot Xander. Warren shot Willow. Willow's alive. Xander's dead. Willow decided on a little payback and, being the most powerful Wicca in the western hemisphere, she got it. With interest."

"Xander?" Jonathon asked. "But he..." he looked at Anya. "Well, we weren't exactly friends, but he was always nice to me at school. You know, didn't call me short all the time and give me wedgies like the other kids. I...I liked him..."

"Wh-what about Warren?" Andrew asked, suddenly worried.

"She killed him," Anya said bluntly. "Ripped him apart and bloodied up the forest doing it. Now she's coming here and the two of you are next."

"Oh, my God..." Andrew said quietly, suddenly sounding lost. "Warren..."

"Oh, my God..." Jonathon said quietly, then wide-eyed in realisation. "Me..." he grabbed hold of the bars of the cells. "GUARD!" he yelled at the top of his voice.

"But we didn't do anything..." Andrew said.

"GUARD!"

Having heard all the yelling and commotion coming from his charges, a grumpy-looking police officer approached the cell, rubbing the sleep from his eyes. "All right, all right," he told them impatiently and sounding annoyed. "What are you...?" he trailed off as his eyes came to rest on the woman in the cell with them. "Who the hell are you?" he asked.

"Something's coming," Anya told the officer. "Something bad. You have to let these men out of here or I guarantee you there will be hell to pay."

The officer looked her over in confusion, taking his time as he rubbed his head. "Okay, and, uh...what exactly's coming?" he asked.

"One of the many things in this world you are not prepared to deal with."

"That a fact?" the officer asked, obviously amused.

"Yes," she told him. "And we're running out of time. Just believe me when I tell you..." she trailed off, disappearing in front of the man's unbelieving eyes, teleporting out of the cell and re-appearing in front of him on the other side of the bars before he could even grasp what was happening. "...These things are real. They're dangerous. And they're coming."

Outside the same building, the Police Station, a patrol officer sat in his parked squad car, finishing writing up his nightly report of gangs on PCP terrorising the Sunnydale residents and overgrown animals lurking in the shadows, the crackling sound of the radio filling the vehicle. The cup of coffee that he had left sitting on the dashboard of the car slowly began to vibrate, a noise that slowly drew his attention from his writing, a bright source of light appearing at the side of the car.

The man turned to look across the parking lot of the station where nothing seemed out of ordinary as the bits of garbage that had missed the can a few feet away blew around the ground. The only thing that did seem strange was the garbage mysteriously beginning to swirl in a vortex of energy as bits of light, something like lightening, began to pop and crackle. He put down his report, the whistling stopped, as he looked around, interested now, to see the light coalescing until it erupted into one enormous flash of light, with black and purple power energies and black smoke.

The energy dissipated, revealing a girl stood where the vortex had been with black hair and, for all he could see, black eyes to match, her head bowed in purpose. She soon began to move, striding towards the building intently, when the officer decided to intervene. Seeing her coming his way, he stepped out of the vehicle, his hand on his standard issue 9mm firearm in the holster around his waist.

"What the hell was that?" he asked her, not entirely shocked at what he had witnessed because, well, he lived in Sunnydale. "Listen, I don't know what you think you're doing, but you better—"

"Take a nap," Willow told him, not breaking her stride or raising her voice to him.

On her words, the patrol officer fell against his vehicle, hitting the ground, slumped.

Willow didn't notice or care. She stood before the Sunnydale Police Station, sizing the place up like an opponent, probing the place with her eyes for signs of weakness. Her gaze quickly travelled from the front entrance of the building to the second storey and the cinder-blocked window spaces. She stared at one just above the main entrance, her eyes narrowed in concentration.

Slowly, to the sound of stone grinding against stone, cracks began to appear in and around the plaster surrounding one of the blocked windows. Bits of cement flaked off, hitting the ground, crumbling as one of the cinder blocks within the window space began to vibrate, shake, and pull loose from its moorings.

"...So please," Anya told the officer who still didn't believe her desperately, "Stop looking at me like it's your first trip to the circus and do your job. Let them out!" Suddenly, the sound of rumbling began to grow around them. She looked around for the source, as did the men.

"Oh, what the hell is that?" Andrew asked, clearly afraid.

"It's her," Jonathon said simply.

Behind them, in the wall of the cell, an entire cinder block ripped itself free of its confines, something yanking it violently from its cemented space with gusto, the action making Jonathon and Andrew jump back, startled.

Lights from outside poured into the relatively dark cell as dust swirled around, making the officer snap out of his confusion, suddenly looking official. "You three," he told them. "Stay here."

"Oh, like we have a choice!" Andrew told the policeman with desperate dryness.

"I said, don't move. You'll be safe here."

"Were you listening?" Anya yelled after the departing officer. "This is the one place they won't be safe!"

The half a dozen or so police officers that had been milling around in the ground storey of their police station ran out of the building, obviously alerted by the now-earthquake-like rumbling all around them. Searching for the source of the commotion, they looked around the parking lot, finding a lone girl. Willow.

She stood alone as cinder blocks and plaster flew past her, flew over their heads, crashing to the ground as if she were tossing them over her shoulder, and the cops took their opportunity to rush her. Annoyed at the interruption, she bowed her head, looking right at them. "Back off," she told them.

On her command, half of the group lifted off their feet and flew back from her like they had been tossed by the Slayer, landing hard on the pavement and crashing into the parked patrol cars.

Willow turned her attention back to the window above her.

Buffy skidded to a halt as she came running around the side of the police station, taking in the chaotic scene before her and she suddenly got the guilty feeling back inside of her. She knew she had to make a decision now and she had to make it fast. She rushed back around the side of the place to find the side door, grabbing hold of the handle and yanking, hard, on it to splinter the wood as the lock came away with the opening door, making an entrance for herself.

Jonathon and Andrew pressed themselves away from the wreckage as another cinder block pulled itself free from the wall, the hole in the support now a gaping wound of stone and cement as more bricks flew away, exposing them more and more to the outside world with every passing moment.

"Stop it! Just, stop!" Andrew yelled to the open wall, turning to Jonathon while he freaked out. "Why is she doing this?" he asked. "Tell her! We didn't do anything."

"Yes we did," Jonathon told him, accepting responsibility. "We signed on. We teamed up. We wanted to see where all our plans would take us, well take a look." More bricks flew from the window, the hole nearly big enough to walk through now. "This is it. The end of the road."

"Maybe, for you. Anya!" Andrew yelled at the demon. "Teleport us out of here. Please, take us with you!"

"I can't," she told them. "It doesn't work that way."

"Oh, God," Andrew said, cowering further into the wall. "HEEELP!"

Inside of the police station, the Emergency Exit door shattered as Buffy's foot crashed through it loudly, alarms instantly blaring. She ignored the sounds, looking around to find herself in one of the side corridors as a small group of more police officers rushed through the main entrance to the parking lot. Unseen by them, Buffy looked around, getting her bearings, and hearing the sounds of demolition coming from upstairs.

She took the stairs three at a time, eventually arriving at a doorway at the end of the cell hall after trying the handle and finding it expectedly locked, she took a step back, ramming her shoulder forward into it, satisfied when it gave way.

The heavy lifting done, Willow looked up at the gap made by the departed cinder blocks and bricks. She smiled, something that looked strange on her face, as she saw that the hole in the wall was now big enough for her to fit through. Willow looked eerily calm as she lowered her hands, the cops now surrounding her cautiously with the guns drawn.

"Gotta fly," she said, flying from her feet, straight towards the hole in the second storey cell wall. Seconds later, she appeared at the entrance, ready to claim her vengeance on the boys, only to find the cell empty, save for Anya standing in the hallway.

"Buffy..." Willow said to herself, taking in the sight of the cell bars that had been clearly ripped apart by someone with extreme strength.

"Willow," Anya began, "Just, stop for a second and listen to—"

With a single, powerful gesture, Willow blasted Anya painfully away in a swirl of light and energy, causing the other girl to smash, hard, into the hallway wall, sliding down the structure and slumping to the ground, conscious but in pain.

Willow whipped her head around, getting the scent of those she was after as her eyes turned completely to black, looking furious as her mouth opened slowly, growing wider and wider as an inhuman scream erupted from within her. The sound was like a thousand banshees dying in terrible pain as her face contorted into terrible rage, easily drowning out the alarm bells that were still ringing around the building.