Disclaimer: me no own, me get no money. Happy Mr. Joss? Probably.

No Faith, no Wesley, Willow's gone, here's how she dies...

~*~*~*~

3 Nights Earlier

The tears wouldn't stop. He had left her, not that it should have surprised her much. They had been awkward and uncomfortable around each other since he had found her and Xander together. It had only taken a week before the tension grew until they fought, hateful words thrown instead of fists, and each hurting more than physical beating ever could. It ended with words that neither could recall exactly, only that each one had lead to the pit now between them, one that she knew, even as he drove away, could never be filled.

And in that moment, she no longer cared. That was why she had sunk to her knees and let her pain and her guilt flow over her, overriding her better senses, knowing that she shouldn't be alone in the alley behind the Bronze. He had left her there, it was his fault, anything that happened to her... well that would be on his head too.

Then why was she surprised by the hand that wrapped tightly around her neck, pulling her to her feet and against a hard cooling body? She tried to call out when his grip on her tightened and he growled in her ear. She had her eyes clamped shut, awaiting his bite that she felt near when heard a laugh from behind them.

The Vampire who held her turned her with him, coming face to face with a bleached blond complete with duster and game face. The Vampire growled, holding Willow tighter. "What do you want? She is mine."

Spike cocked his head slightly, looking Willow over closely, his lips curling in a suggestive grin. "And a pretty morsel she is Mate, but she ain't yours."

Growling again, the vampire threw Willow aside, not caring that her head slammed against the wall. As her world spun around her she clung to the wall in a semi-sitting fetal position, the only sound she heard was of the battle behind her, she tried to see what was happening, her world coming into focus only when Spike squatted before her, duster flowing behind him, his human features filled with cocky assurance as he took in the dazed girl, oblivious to the blood on his chin from the lucky blow his adversary had gotten in. "My my little one, what a nasty bruise you are going to get." He paused to touch the wound, placing his blood-covered fingers in his mouth with a laugh when she winced.

Trying not to lose the contents of her stomach as the world revolved around her, reminding her in a not so subtle way why she hated roller coasters so much, she blinked, the hand in her hair covered with her own blood, she tried to think straight. "What are you doing here? Buffy—Buffy said that y-you..." she drifted off when she found it too difficult to speak, her mouth dry and her throat quivering. Everything ached, and Spike, and the memories, still too fresh, that accompanied him, made it worse.

He laughed. "Slutty was right for a change. I was on my way back to Dru," he told her standing, and starting to pace slowly in front of her, loving the way she tried to watch him, her eyes not quiet able to follow him, her eyes clouded, skin pale and sweating slightly, breathing growing shallow. She looked every inch the helpless victim, but he knew what was underneath, the fire she hid, the one that was just under the innocence that she reeked of, "But then I thought, 'Why?' She never loved me, not really." He again squatted before her with a determined growl, not caring that she shied away from his sudden movement. "Why would I go back to someone who left me, when I can make my own, someone who hasn't loved my Grandsire first." He touched her hair as gently as he did when he had kidnapped her, this time avoiding her gash, clucking to her soothingly as to stop her from being more scared of him, studying her carefully, memorizing her as a human before he took her life, her innocence, from her, and made her so much more. "Did you ever love him? Angel?"

Fear and pain and a sudden wave of sickness stopping her from shaking her head, forcing her, instead, to again try to speak, closing her eyes, focusing on her breathing although the soft sound coming from the back of his throat seemed to still wash over her. "No." She croaked out, not looking at him.

He smiled. "I knew it. You are too alive for him. I was once alive like that, until he took it away from me, he took everything," his grip on her hair tightened as his game face again fell into place. Growling he pulled her head back, no longer soothing or gentle, not caring that she hurt and that he was making it worse, wanting more than anything, in that moment, to take both of their pains away. "Now it's time to take something from him..."

~*~*~*~

He had watched her carefully as she died, taking in every strained breath, every painful heartbeat, before it all ended, smiling at the fight still in her, and the need when she fed from his wrist. She was going to be special. He had never made a vampire, not one to keep anyway, Drusilla never let him, she was too jealous to share him even though she had expected him to allow her free range when it came to Angelus. In making Willow, it was a sign, to Dru, to Angel, to the whole damned world that he was moving on, that he was taking over, that finally, he was free.

His stomach leapt before it rolled. He knew that feeling all too well, and he hated what it meant, who it brought. He couldn't understand how, even souled, Angel could stand being around someone who made his kind so physically ill. Growling, he held her close, not ready to give her up, but knowing, with his own sense of survival, that it was the only way. He placed a tender kiss on her forehead, taking in her sweet scent, no longer innocent, one final time, before setting her against the wall, sprinkling the ashes of her fallen opponent over her, placing a broken piece of wood in her hand, and by that covering up his scent and making sure that she looked like she had lost a fight. Casting one last look at the redhead, pleased that he had bitten her on the arm instead of the neck, assuring that she would indeed rise again, he left, hearing the source of his discomfort approaching.

~*~*~*~

A slumped body caught her gaze, making her curse. How stupid could people be? Hanging around the back alley behind the Bronze, alone? Even if there weren't vampires around it would still be incredibly stupid. She sighed, wondering, not for the first time, why she should bother protecting people who lacked the common sense to protect themselves. Shaking her head she went to move towards the body when she caught a glimpse of red and a stake grasped within a limp hand. And she knew. Even as her eyes started to well and her heart skipped a beat, she knew who it was.
"Oh God," she whispered, not being able to move, her heart breaking with every breath, "Willow." She closed her eyes, a sob escaping her, and turned away, gasping at the figure behind her. "Angel!" Her face showed her torment as her heart broke, and she, with no strength left to keep her up, fell into his arms crying.
He held her, guiding her to the ground, damp and cool even in the California night. "What is it?" He asked, in confused comforting confusion, not quite understanding the Slayer's dismay when the scent he knew, and once enjoyed, overcame him. It was rotten and stale, the stench of fear drenched death, and yet it was sweet and innocent, a mix of fragrances that he had come to know so well and loved so entirely. "Willow?" Swallowing, his throat dry, he couldn't, wished he wouldn't, believe that the body just within his sight was that of his friend's, and that her soul was died, that she was actually gone. He had seen her only the day before, laughing with Buffy, teasing Giles, smiling at him... "What happened?" He asked, swallowing back tears that begged to flow, pulling Buffy away from him enough to look at her, to find the answers that he desperately needed to find.
She couldn't look at him, holding him tightly to stop herself from falling, from breaking completely, she tried to focus herself, to trick herself like she had done every time someone she knew died, when she was forced to deal with it: it was only a body now, it wasn't really them. But somehow she just couldn't believe that it wasn't Willow there, lying defeated and empty, and that she wasn't really gone, what was she going to do without her? "Oh God, Xander! What am I going to tell him? And Oz..." she drifted off, her breath shallow and harsh, trying to gain focus, when she thought of something. "Wait, W-Willow was suppose to meet Oz here after his gig, to talk and make things right with him... if he..." anger now filling her, she tried to get up only to be pulled back down, her burning eyes meeting Angel's mournful ones. "If he didn't meet her... if he let her die... I'll kill him myself."
He looked down, not able to think about anything beyond the redhead's body. "Buffy, if it was a vamp attack, we have to check."
She glanced at the body before shaking her head. "I can't." She looked to him, a silent begging in her eyes.
Kissing her forehead lightly he inhaled, needing its comfort then more than any other breath that he had ever taken in life, before moving to the body once his friend. He could smell her attacker on her, and the bruises that had formed on her neck from where he had grabbed her. Angel's brow creased when he looked at her neck, ignoring the fear that was still surrounding her, seeing no bite marks on the soft skin, taking note of the blood on her forehead. He stood there a moment longer, studying the scene before going back to where Buffy was now standing, facing away from the body hugging herself tightly.
She looked to him expectantly when he put his arm around her. "Well?"
He shrugged. "I don't see any bite marks. It looks like she hit her head pretty hard and she was covered by ash. I'd say that she died in the fight."
Buffy nodded, looking down. "So she got him?"
Angel, hearing the pain in her voice pulled her to him, trying to comfort her as much as possible, while aching himself. "Yeah, she got him. She's at peace." He closed his eyes, mourning one of the most innocent people he had ever known, even purer than Dru had been, glad that she was able to rest... he would hate to see how someone could exploit that innocence that made her Willow... making her, in its wake, truly terrible.

~*~*~*~

They were quiet when they went back to the library, holding each other close, not looking up at the people who were waiting for them in awkward silence.

Xander swallowed hard, exchanging worried looks with Giles and Oz before giving a nervous laugh. "Hey guys, who died?" When Buffy started crying, moving into Angel's comforting embrace Xander went pale. "Oh God, who died?" He looked around as all movement stopped, and suddenly something occurred to him, striking him in the gut so hard that he had to stand, backing away, not knowing where to look, only that he found it hard to breath, hard to think, hard to feel anything beyond the pale making him wanting to be sick. "W-where's Willow? Is-is she okay?" He focused on Angel when the vampire took a step forward. He pointed at him angrily. "No! You're looking at us like she's dead, and she can't be dead. I talked to her today, she plans everything and she didn't plan on dying today!" His hand shook as he pointed between the vampire and the others in the room, his throat closing off, and tears starting to run down his cheeks without regard to anything but the pain.

Buffy swallowed hard, looking at him, crying even harder at the pain she knew he felt. "Xander! She's gone. I saw her."

Giles stood up, nervously cleaning his glasses. "Vampire?"

"Yeah."

"W-will she..." he couldn't finish, not when it was about Willow, the heart of them all.

Buffy shook her head. "No, Angel couldn't find any marks on her neck. I couldn't bring myself to look."

"Quite understandable, she was special to you... to us all."

"Where?" Oz asked, finally looking up, his face blank and pale, shaking slightly through his restraint. "Where did you find her?"

"Alley, behind the Bronze." Angel told the youth.

Anger hit Oz, filled his entire being, crashed into him like a wave against the shore, unrelenting, and as a result, he hit the table before standing up, aching too much to take it sitting down. He looked at Buffy, pain in his eyes. "Its my fault." His throat caught, and he started to pace, his hands in his hair, his anger and the part of the wolf that never left wanting to tear himself apart. "I... we fought." He laughed, not looking at them, as they stared at him, watching as he confessed his guilty, broken heart. "I don't even remember what was said, it hurt, both of us, so much. We were cruel. I got mad and I didn't think." He stopped to punch the wall with his fists, leaning his head against it, letting it support him as his strength left. "Why didn't I think? I just left. I left her there to die," he fell to his knees and he finally allowed himself to cry. Buffy was by his side in an instant, rocking softly, trying to comfort them both. "She didn't know that—I loved her—even after... I loved her."

~*~TBC~*~

tehehehehehehheheeheheheheehehhehehehehehehehehehe (sorry... it was needed, this is fun).