A/N: I'm so sorry that this took so long; however, this chapter is really awesome (or at least I think so), so it might just have been worth the wait.

Chapter Two

"Fred? Sweet cakes, you haven't even touched your food. Are you feeling okay?"

Fred forced a smile at Lorne, who was sitting across from her. They were sitting together in the eating area of Wolfram and Hart, having lunch as they did almost every week. It had been several days since Wesley had awoken her that morning, and Fred had gotten steadily worse. "I'm okay," she said, looking down and absently playing with her salad. "I feel sorta funny, but I think it may just be the beginning of the flu or something. I've been feeling strange all day, and yesterday I slept until noon again."

Lorne sighed. The girl sitting across from him was pale and thin, with black bags beneath her eyes and a sallow, sunken look behind her glasses. She looks like the flu's already moved in, unpacked, and put its feet up for a long stay, he thought. "Well, why don't you just go on upstairs to your apartment and have a nap? Someone can cover for you. In fact, I'd cover for you, if I knew exactly what it is you do in that lab. In fact, why don't I go in there and wing it for a little while? You never know; it might do the scientific world some good."

Fred's forced smile blossomed into a real one. "Or you could blow up the lab," she replied, giggling softly at the thought. Lorne reached over across the table and lifted Fred's chin so their eyes met.

"There's the Freddles I know," he said with a smile. "I knew she was somewhere in there. Take care of yourself, all right? Work can wait."

Fred nodded and stood to leave. "Okay, Lorne. Thanks."

"Anytime, kiddo," Lorne replied, watching her go. The instant that Fred was out of earshot, he pulled his cell phone from his jacket pocket and called Wesley's office.

"Wes, it's me," he said with a sigh.

"So you saw her?" the ex-Watcher asked. Lorne sat back and rubbed at his temples.

"Good lord," he replied. "I had no idea Fred was that sick. The poor girl looks awful! What have you been doing to her, Wes?"

"It's not me that's doing anything," Wesley said, sounding cross and worried at the same time. "I don't know what's wrong with her. Last night I took a blood sample while she was sleeping—nothing showed up when I ran the tests. By all apparent counts, Winifred Burkle is as healthy as can be."

Lorne's brow furrowed. "So why the heck does she look like a whole bunch of viruses ganged up and attacked her all at the same time?"

Wes sighed. "I don't know, Lorne," he replied. "But you can bet that I won't let it get her. Not this time."

"I hope not, Wes," Lorne said. "I don't think I could bear to lose Freddles a second time."

"Me neither, Lorne. Me neither."

----

Protector.

The goddess jerked suddenly as the voice entered her mind; it was always something of a shock when the Powers That Be took in a visit. She scowled.

"What do you want?"

The girl is dying, the voice, as silky and smooth as water, was like morphine in the goddess' mind. She collapsed into a chair, her limbs suddenly rubbery. You knew that the Soul Stealer would not receive your plea, or else we would have given it the soul of another a long time ago. You are failing.

"I am not failing," the goddess spat, disgusted at the thought.

You are. You must stop the disintegration of this soul at any cost, except that of the girl's life. She is not meant to die. Your punishment reminds you of that.

"Cease your needless drivel," the goddess snapped, forcing herself to stand. "I was in this world long before you were even an idea. You have no right to imprison me!"

Your power is like that of a paramecium as compared to ours, Protector. You will save the girl, or you will die with her and be a slave to the Soul Stealer. It is your choice.

The goddess could feel the presence in her mind fading, a sign that whatever was just talking to her had vanished. She scowled again and began to pace.

"I will save her," she muttered. "And, in doing so, I will wrench myself out from under your thumb and be the God-King again."

----

Wes sighed as he put down the phone and went back to perusing his source book. Lorne's report had only continued to confirm what Wesley dreaded; something was terribly, terribly wrong with Fred.

A knock at his door pierced the silence. "Wes? Are you there?"

Wesley sighed, leaning back in his chair, utterly exhausted. "Yes, come in," he called, rubbing his eyes.

Gunn opened the office door and entered. "Hey, Wes."

Wesley tried to smile. "Hello, Gunn. How are things?"

Gunn sat in one of the chairs in front of the desk, folding his arms across his chest. "I'm okay, I guess. You look like the last time you slept was at the beginning of the Ice Age."

Wes sighed. "I've just had a lot of work to do these past few days," he tried, suppressing a yawn. "You know how things are around here."

Gunn wasn't fooled for a second. "You're worried about Fred."

"It's that obvious," Wes muttered. It wasn't a question. "Well, considering the circumstances…"

Gunn sighed, leaning forward in his chair and resting his elbows on his knees. "God, Wes, everyone's worried about her. She's sicker than I've ever seen her, and not getting any better. Today she could barely stand. There is something very wrong."

Wesley groaned and pushed himself away from the desk, standing up and starting to pace around the room, obviously distressed. "Do you think I don't know that?" he asked softly. "The blood test shows nothing. The test for magical influence shows nothing. Any test I do will show nothing wrong with her, and yet Fred continues to get weaker and weaker. I'm at the end of my figurative rope; I have no idea what is going on."

"Then what could it possibly be?" Gunn wondered. "Where could this be coming from?"

Wes sighed, dropping back into his chair. "As I said, I don't know. But dear lord, Charles," he murmured. "I am so very frightened for her."

Gunn couldn't think of anything to say to that; in his heart, he was frightened, too. Truth be told, he had never been more scared in his entire life than he was at that moment for Winifred Burkle.

----

The beginning of the nightmare was the same as it had always been; Fred saw Illyria reading in the library of the soul's house; she confronted the ancient goddess, and was once again faced with the hideous demon that was using Illyria as a vessel.

This time, however, Fred was bound to the floor.

Snakelike vines of darkness reached up from the marble floor and grabbed hold of Fred's ankles and wrists, trapping her in place. She was unable to run this time.

"Poor little Fred," the monster in Illyria whispered, rising out of the chair and descending to where Fred stood, helpless. "Poor, pitiful little Fred…but so beautiful…" the demon reached out and softly touched Fred's cheek, as gentle as a lover, but Fred felt the skin burn without leaving a mark where it touched her. When the demon's hand moved up and pressed against her forehead, Fred felt the shock of fever instantly rush through her body as an icy shiver.

"You are mine, Fred," the monster whispered tenderly. "And I shall have you. See you soon, my darling."

The tendrils holding her collapsed; so did Fred, falling and falling and never quite hitting the floor.

----

She awoke sharply in the next moment and found herself in bed, the sheets soaked in sweat and twisted every which way. Fred was breathing hard, as if she'd just run a marathon; she felt strange, light, as if she weighed nothing at all, and dizzy. The entire world was tilted at an angle, although Fred had no idea which one.

Funny thought to have, she realized sleepily. I must be the only person on earth to wonder at what angle the world tilts when you're dizzy. It looks like—

When she tried to get up, Fred found that her legs refused to hold her; she crumpled to the floor, shaking from the effort it took to stand. As she lay there, with one cheek pressed against the carpet, panic began to seep through Fred's thoughts like liquid mercury.

Oh god. Oh god, oh god, oh god, what's wrong with me? Is it Illyria again? Oh god, what do I do?

Fred tried to tell herself that there was nothing to worry about, that she was just being unnecessarily paranoid, that she was just sick with the flu, but the thought jabbed at her anyway, like a sliver in her head. Illyria is trying to take over me again.

Moving methodically but unsure of exactly what she was doing, Fred took the portable phone and dialled Wes' extension. She pulled herself up into a sitting position, leaning against the bedside table and closing her eyes against the dizziness that threatened to knock her out at any moment. After three rings, he picked up.

"Wesley Wyndam-Price speaking."

"Wesley? Wesley, it's me."

He immediately sounded concerned. "Fred? Fred, what's the matter? You sound—"

"—I had a nightmare," Fred blurted out, trying to force her fever-ravaged brain to explain. "I woke up and now I feel all funny, and I was—" her composure collapsed completely and Fred began to sob.

"Oh, god, Fred, please don't cry. It's all right."

"I'm so scared," she whispered, the tears hot and acidic against her skin. "Illyria. It's Illyria."

Wes was silent for several seconds, during which Fred tried desperately not to fall asleep. She wanted to lie down again, but something in her heart was preventing her from sleeping, a shadow that warned her of bad things in dreams.

"I'll be there in two minutes," Wesley finally said.

Fred sniffed. "Okay," she replied in a whisper, and let the phone drop from her fingers. Closing her eyes, Fred reached over her head and grabbed the top of the table. On a mental count of three, she desperately tried to pull herself up, but once again Fred's muscles failed and she collapsed back onto the floor. Her head, as heavy as a lead weight on her neck, hit the bedside table with a crash that reverberated around in Fred's brain like marbles rolling around in a box, and bright stars exploded in front of her eyes until they blocked out her vision and she fell out of reality again.

----

She saw Illyria, standing in the hallway of her soul's house. Fred met the goddess' eyes and realized that this was not her nightmare, that this was no vision imagined by her brain; this was real.

"Illyria," she whispered. "What's happening to me? What are you doing to me?"

Illyria stepped forward, cocking her head to one side. The look in her eyes was almost distraught.

"I apologize," the ancient demon whispered, before her hand struck out and pushed Fred squarely back into the real world.

----

Entering Fred's bedroom, Wes felt his throat tighten as he noticed the empty bed with its twisted sheets. He wondered if his worried mind had imagined the phone call, if Fred was in the lab, as healthy as ever…

…until he saw her, lying crumpled on the floor beside the bed, her head resting against the bedside table. Fred's eyes were open and blank, staring at nothing. She wasn't moving.

"Fred?" Wesley hardly dared to whisper as he approached her body. "Fred, it's me…are you there? Can you hear me?"

Cautiously he knelt by her, putting one hand out to feel the pulse on her neck, but before his fingers could touch her skin Fred's hand shot out without warning and grasped Wesley's neck, her eyes finally focusing on him, wild and frightened.

"It is here," she whispered in a voice not quite her own. "The Stealer will take it all, and leave nothing of the girl. No stopping it, none at all."

"Fred…" although he tried to keep calm, Wesley felt tears of fear and grief begin to well up in his throat.

Fred's eyes suddenly changed, became normal, desperate. "Oh, god, Wesley, bring me back. I can't fight her," she whispered, and her hand released his neck and fell by her side.

There was a brief moment of complete silence, and then Fred began to shake, banging her head against the bedside table with each wild convulsion, drawling blood that stained the bright wood a sinister red. Wesley felt his tears begin to fall as he helplessly watched Fred tremble, sickened with déjà vu, remembering the night that she had died in this very room.

Suddenly Fred went very still, her eyes clouded over and milky. As Wes watched in horror, a tiny spark of blue appeared on Fred's forehead and spread over her skin in an instant, tingeing her hair and colouring her eyes a familiar icy blue.

"Oh dear god," Wesley whispered, barely daring to move as Fred's skin steadily hardened into red-brown armour. "No. No, no, oh god, no…"

The blue eyes abruptly flickered into focus and cast their gaze on Wes, who felt a cold shudder run through his veins.

"Hello Wesley," she said, her voice hauntingly and horribly familiar.

"Illyria," he whispered. "No. It can't be."

But it was.

She looked exactly as he remembered her, the same hair and skin and demeanour and voice, but there was something different in her eyes now, something almost human.

It was this part that erupted rage in Wesley's blood.

He tensed and moved quickly, ready to kill the ancient goddess, but she put out her hand and stopped him, palm resting on his chest, meeting his eyes as the old Illyria never had.

"Wesley, stop," she commanded softly, her voice quiet but still so powerful. Something was different about her, not physically apparent but still quite clear.

"Where is she?" Wes whispered, his voice low and quiet and deadly, his heart breaking inside his chest. "Where the hell is she, Illyria? What have you done with Fred?"

Illyria sighed silently. "She is still alive, but won't be for long."

"Because of you," Wesley snarled, turning away from her, starting to pace the bedroom in a daze. "She killed you, months ago, and we ended it there. You should be dead."

Illyria tilted her head to the side. "She's getting worse, isn't she? Fred. She's sick, but you do not know why."

Wes stopped short. "What did you say?"

Illyria's eyes never left him. "Fred is dying, Wesley. Her soul is disintegrating. If it continues, she will suffer a fate worse than any sort of death," she looked away for the first time, examining her hand, curling the fingers in. "You are powerless to stop this on your own; no mortal can challenge the Soul Stealer alone."

Wesley felt like tearing out his hair. "Why are you telling me this, Illyria?" he asked, trying not to cry. "Why not just let it happen? I'm sure that will clear the way for you to take over Fred's body again. Isn't that what you want?"

Illyria shook her head, her face serious. "You misunderstand, Wesley," she said. "You need to save Fred. I want to help."