A/N: I am SO sorry that this took so long!! I got a terrible bout of writer's block, and everyone knows how hard those are…aw, hell, what am I doing making excuses? All I can say is that I'm sorry, and that I hope it doesn't happen again.

This chapter is dedicated to Tracey for her amazing vids, because they keep me so well ingrained in the characters of Fred and Wes, and keep the emotions up. Thanks, Tracey, for snapping me out of my block.

By the way, I've decided to change the rating of this story to R, for implied sex and violence—nothing big, but I want to be safe. I hope everyone's okay with it.

Chapter Three

I want to help.

Wes felt his sense of balance fail him and he sat on the bed, resting his head in his hands. "I'm sorry. I must not have heard you correctly, Illyria," he said softly.

"Then I shall repeat my words: I want to help. Fred must be saved; this is the only way."

Wesley turned the idea over in his mind, trying to grasp it as reality, but then, after a moment, he began to laugh sadly. "Oh, wait. I understand. Well played, Illyria. Well played." He applauded softly, and Illyria stood over him, arms folded across her chest.

"You think this is a game," she said, vexation plain in her tone. "You think I am playing with you."

He looked up to meet her cold blue eyes. "You're not?"

"Fred is dying," Illyria whispered icily. "I don't know why you refuse to understand this."

Wesley felt fire rush back to his veins at the mention of Fred, and he stood up to face the ancient goddess squarely. "I do understand," he said. "I understand that you're trying to come back, and I know how to stop you.

Illyria's eyes narrowed into a glare. "The Kei-An incantation will fail you," she said, ignoring Wes' shocked look. "It is what caused this in the first place. Go and research it yourself in your large blank volumes; you will see."

Wesley stared into Illyria's eyes for several minutes, taking in all that she had said and thinking. Finally, he sighed.

"Fine," he whispered. "Explain what you want, and then you're going to bring Fred back and never return."

The look in Illyria's eyes was grim. "You will change your mind. About this I am not wrong."

"We shall see," Wes replied coldly, and sat on the bed again, waiting. After a moment, Illyria spoke.

"The Soul Stealer has come to take what it is due, as it should. When Fred was imprisoned inside her soul, the Stealer was taking her slowly, bit by bit. Now it is going to seize her soul while she is still alive," Illyria said. "Eventually her mind will break down as well as her body, and when the Soul Stealer takes it all Fred will be alive, but living without a spirit. A shell emptier than I could possibly make it. It must be stopped, and I am offering my assistance in the matter. Unless you want this human you love to die."

Wesley's gaze was drawn suddenly to the wooden bedside table, to the lower shelf where the rim was coated in still-wet blood. An onslaught of memories suddenly hit him, memories of holding Fred while she died violently in his arms. Died because of Illyria.

Illyria had killed Fred twice already; who was to say she wasn't trying for the third charm?

"Never," Wes whispered. "I would never give in to your lies, Illyria. Any help you give will only result in your gain, even if it means killing Fred. Especially if it means killing Fred. I want—"

He stopped short as he noticed that Illyria had visibly stiffened. She put out her hand against his chest again, resting against him, suddenly weak; Wes met her eyes to see them filled with terror. "She…" Illyria croaked, her voice tight. "I…she comes…she fights!" Her eyes rolled back into her head and she collapsed onto Wesley's chest, limp. As he watched, Illyria's features slowly changed back into their more natural form, blue hair to brown, armour to regular clothing and skin, goddess to human, and the instant the change was complete Fred's eyes opened wide and she gasped, her gaze finding Wesley's.

"I did it, didn't I?" she asked in a whisper. "I fought her off, right?"

Before Wes could reply, she was asleep.

----

Fred awoke later in the dark, snug beneath her flannel coverlet. The back of her head was one big, bloody bruise, but her mind was clear for the first time in several days.

Turning her head, Fred smiled as she saw Wesley lying beside her on the top of the covers, sleeping lightly, always protecting her. She reached her hand up and touched his cheek, running her fingers over his handsome face, tracing every line even though Fred already knew them by heart.

Wes opened his eyes and returned her smile, reaching over to drape his hand across Fred's waist. "Hey," he whispered. "How are you feeling?"

"I'm okay," Fred replied. "I feel much better. I suppose I just had to sleep all that flu away. What time is it?"

Wes shifted to look at the digital clock on the bedside table, and then turned back to her. "Just after midnight."

Fred nodded. "So I slept for about six hours. That should have—what?" she'd noticed Wesley's odd look.

"Don't you remember anything?" he asked softly. Fred shrugged.

"I remember having lunch with Lorne, and then coming up here to sleep. I had the strangest dream that I called you in a panic and that I hit my head," she felt the back of her head and winced. "I guess I actually did hurt myself on the headboard while I was sleeping. You do strange things in your sleep, when you're sick."

Wes nodded, sighing. "You certainly do," he murmured, tracing his fingers across Fred's cheek. "I'm sure everyone does."

There was a pause, and then she sighed. "What's the matter, Wesley?" Fred whispered. "What's wrong?"

Wesley shook his head. "Nothing," he replied. "I was just worried."

"Don't be, okay? I'm fine."

"You're perfect," Wes corrected, leaning over to kiss Fred softly, his hand sliding up to the back of her neck. Fred sighed silently into the kiss as it became more and more passionate, surrendering her sleepy thoughts into the darkness, and when Wesley's hands began to roam over her body she did not protest. She had been cold for far too long.

----

Fred's nightmares returned as they did almost every night, except this time there was no vision of the horrible Illyria-monster that seemed to be haunting her; in this dream, the demon that was killing her presented itself in its real form. The Soul Stealer.

Fred saw it as a void of darkness, swirling like a wormhole, trying to suck her into its clutches. She stood at the edge of a cliff, her body bloody and torn, weighted down by chains attached to her ankles and wrists and neck. The hole was laughing softly.

"Little Fred," it whispered. "Come. Step up and see what your lover has sentenced you to. Come and see your fate."

Fred protested and fought with every fibre of her being, but somehow she ended up at the very edge of the cliff, looking over into a fiery pit of hell, the sound of human screams deafening. As she watched in horror, Fred never saw the dark, strange shadow separate itself from the demon and sneak up behind her; in fact, she wasn't even aware of it until a hand shot out and pushed her squarely, shoving her off balance. Fred teetered for a dizzying second and then plunged headfirst into the pit, the flames licking her skin, the millions of stolen souls reaching out to grab her.

And when she hit the bottom with a painful, searing crash, Fred opened her eyes very suddenly; she had a few seconds to recognize the carpet of the main lobby of Wolfram and Hart and to taste her own blood in her mouth, and then her eyes were overcome with bright red stars that blotted out her vision and numbed the pain until she couldn't feel anything.

----

Wesley felt Fred rise from the bed, and he pulled himself out of half-sleep and sat up in the darkness to see her walking slowly, rhythmically…sleepwalking. Nightmare-walking, if he knew Fred's nights.

Wes threw back the covers, shivering as the cold air hit his bare chest, and followed behind Fred as she exited the apartment and began to descend the stairs down to the main offices of Wolfram and Hart. Fred never once tripped on anything, but walked as if she were being dragged down by chains, a slow, painful walk that Wesley forced himself to match as he followed several feet behind her. He knew better than to wake Fred; his aunt used to sleepwalk, and Wes knew that sleepwalkers liked to lash out if anyone trailed too close or tried to wake them up. So he just followed, silent, watching.

Fred walked out onto the balcony of the darkened lobby area of Wolfram and Hart, stopping at the section of the railing that was being repaired from the latest fiasco—the section of balcony that still had a gaping hole in it. Fred stepped to the edge and looked down, her closed eyes fixed on something interesting on the carpet.

Wes froze. "No," his shout came out as a strangled, terrified whisper as Fred lurched forward suddenly, as if pushed, and fell headfirst onto the main floor of the lobby, hitting the floor with a loud, final-sounding thump.

Wesley's muscles sprang back into action and he ran as fast as he could down the black slate stairs to where Fred lay crumpled. Kneeling and pulling her into his arms, Wes blanched when he saw the thin ribbon of blood trickling from the corner of Fred's mouth.

"Oh, god, no," he whispered, trying to choke back tears of panic. "Please, please, Fred, wake up…"

Her eyes shot open, a familiar blue colour instead of their normal warm brown. "Do you believe me now?" Illyria asked from Fred's bloody lips, glaring before falling limp again. Wes clutched Fred's body to his chest.

"Medical!" he yelled. "Someone! Anyone! Help!"

So caught up in panic and terror as he was, Wesley did not see the broad form that had been watching them retreat into the shadows to contemplate and plot the next move to be made.

----

"Mr. Wyndam-Price."

He sat on a cold bench outside of the medical office, arms folded over his chest, waiting. At some point someone had handed him a sweatshirt, which he'd mindlessly put on, but he didn't remember much. His mind was filled with terrible possibilities.

"Um, Mr. Wyndam-Price?"

Brain damage? No, not with a fall like that, I don't think. There was no time for any blood or oxygen to stop going to her head. But what about her neck? She landed right on it—

"Mr. Wyndam-Price."

Oh, god, what if something punctured her lungs? Fred's already dying; physical danger to her life is too much. What if she doesn't make it?

"MR. WYNDAM-PRICE!"

He jerked away from his thoughts and turned to see a medical worker standing beside him. "What?"

The man sighed. "She's stable, now. She's got a concussion and mild bruising in her ribcage, but should be fine."

Wesley nodded blankly. "Thank you." How can they say that? She's dying! Can't they see it? With a sigh, Wes stood up, walked into the medical room and shut the door behind him. He tried to allow his eyes to adjust to the dark, but when sudden worry enveloped him Wesley turned on the light, just to be sure that he could see Fred's chest rising and falling with each breath.

"Fred?" Wes whispered, sitting next to the bed and enclosing Fred's hand in his own. "Are you there? Please wake up."

To his utter surprise, Fred began to stir, turning her head side to side, mumbling something incoherent. After a few moments, her eyes opened and found his, strange and vacant.

"Fred…thank god," Wesley said softly, reaching forward to touch her cheek. "I thought I lost you."

Fred continued to stare at him blankly. "What the hell do you want with me?" she whispered, the malice in her voice striking Wes like a thunderbolt. "Get away. Get away from me."

Wesley fought to swallow his panic. Oh, god, it's happening, he realized. Just as Illyria said it would.

"Stop it!" Fred cried, flinching away from his touch. "You're hurting me! You—"

"—I'm not doing anything," Wes tried to calm her down, but Fred began to shake.

"Help! They'll kill me!" she gripped Wesley's arm, vicelike, and suddenly the look in her eyes changed back to normal and Fred began to cry. "Oh dear god, they'll burn me alive…"

Wesley forced himself to return the gaze, looking deep inside Fred's eyes for a tiny spark of blue that he knew would be there. "Illyria," he said softly, his tone strong. "Illyria, come back. You have made your point, and I am willing to negotiate if you let Fred go."

The change was peaceful this time, almost graceful, not violent by any stretch; Fred's body didn't even move, and her hand continued to hold Wesley's arm as her hair, eyes and skin changed into those of the ancient goddess. When the transformation was done, Illyria sat back and folded her arms across her chest; Wes looked at his forearm and saw a mark in the shape of a hand where Fred had been holding him. He sighed.

"Did you have to go through all of that to prove it to me?"

Illyria scowled. "I am unable to control what Fred does with this body," she replied. "Her mind is dying now, and the Soul Stealer's reach is penetrating deeper. Your invisible characteristics that make up your demeanour—"

"—Personality," Wesley automatically corrected, always the teacher to her, and Illyria nodded.

"Personality," she repeated. "It shall die, too, in due time. When the Soul Stealer takes Fred, you will not know who she is."

Wes sighed again, deeper this time. "So, you want to help me defeat this Soul Stealer," he said, sitting on the edge of the bed.

"No. I am not doing this for you, nor for Winifred."

"So why are you doing it?"

Illyria paused for a moment, her eyes meeting his, the animal inquisitiveness in them fading to something almost human. "When Fred killed me, your gods forced me to protect her soul. I am a prisoner of it, of her, as I was never meant to be. When the Soul Stealer comes, it will take us both."

"So this is all just a way to save yourself?" Wesley asked, not surprised. Illyria was one of the most self-obsessed beings he had ever known.

"There is one more condition to be met, if I am to help you."

Wes' eyebrow rose, but he remained silent.

Illyria sighed. "I want a body of my own," she said, looking down at her limbs, flexing her fingers. "I do not wish to be a prisoner of infant gods that were born millions of years after my death. It sickens me."

Wesley closed his eyes and tried to imagine a world with a full-fledged Illyria roaming in it. At first he wanted to refuse, but then he thought again.

I sacrificed Fred for thousands of people the first time Illyria awoke, Wes realized. I want to be selfish for once. We can handle Illyria once Fred is healthy.

"How do I know I can trust you?" he wanted to know. Illyria glared.

"If I do not do this, I shall be a slave to the Soul Stealer," she said. "Even when this world ends, the Soul Stealer will keeps its victims to do its bidding for all of time, even when time itself dies."

"Fair enough," Wes could understand the devastation that slavery would have on Illyria's ego. "I suppose we can enter into some sort of truce—"

"—I require nothing but a body of my own," she cut in. "All debts shall be paid if you obtain a suitable shell; this form and appearance has grown on me, like a leech, and I cannot rid myself of it; I want it to be mine alone."

Wes nodded. "Fine, Illyria. I agree to let you help."

There was a long pause, and Illyria began to pace, annoyed. "I tire of waiting, Wesley."

Suddenly Wesley's emotions, numbed and bottled up since Illyria's arrival, overcame him in a rushing flood and literally knocked him off his feet. He collapsed onto the bed with a sigh, holding his head in his hands.

Oh, god.

Flashes of Fred dying in his arms came rushing back, memories that were burned into his skin like brands. Wesley relived her death a million times in a single second, and then the images of just a few minutes ago came, too, of Fred's fall and her frightening behaviour just moments before, the beginning of her long descent into mindlessness.

I held her when she was dying, Wes remembered. I felt her memory fail the first time, watched her lapse into insanity. And now her personality is disintegrating, and her mind, that brilliant mind, is rotting in her skull…and through it all there's nothing—

His thoughts were suddenly interrupted as he looked up and realized that Illyria was standing beside him, looking almost human, and very uncharacteristic.

"You are emitting water," she said bluntly, and Wes wiped away the tears on his face. "You are mourning over things long gone, or only possibly yet to come, but yet there is no reason for it. You should not be doing this."

Wesley just looked at her blankly, until suddenly he understood: Illyria was trying to comfort him.

Uncharacteristic? Understatement of the era.

He forced a smile. "I never taught you how much I love Fred," he said softly, looking up to meet Illyria's eyes; for some reason, they didn't look so cold.

Illyria didn't smile, but the look in her eyes revealed her emotion. "You had no need to teach me that," she replied. "Fred has taught me much on this subject, unconsciously. This love she has for you…it is more powerful than your gods, or the gods of my ancestors; it is nearly on parallel to the force of the universe itself. It controls everything. It's bigger than anything."

Wesley nodded. "That's how I feel about her, Illyria. I have watched her die twice; once alone was too much, and now…this will tear me apart. I don't know if I can risk failing."

"We shall not fail," Illyria said. "I give my word as Illyria, God-King of All Worlds."

This time Wes' smile was real through his tears. "I don't know what Fred did to you in that soul of hers," he said. "But I dare say that you are almost human."

She scoffed. "I am not human; I am far greater than that."

"Of course," Wesley agreed. "Of course."

----

The shadow paced back and forth, annoyed beyond reason. An old, shrivelled man sat in a chair, cradling a small crystal tumbler of amber whiskey lovingly and looking on with an amused look on his wizened face as Shadow tried to wear a hole in the carpet. Huddled on the floor in the corner, the girl prisoner watched with tear-filled, feverish eyes as she tried to make herself appear as small as possible. The smell of her blood was coppery in the air.

"I don't understand it," Shadow said suddenly, startling the old man and almost causing him to spill his drink. "The fall was supposed to kill Fred. She landed on her neck, for god's sake! She should be a goddamned quadriplegic by now!"

The old man sighed. "Illyria's presence makes her stronger, obviously. The Old One cannot stop me, but she can slow the process."

Shadow's hands clenched into frustrated fists. "I tire of this position, Master. I want to act, now, and destroy them all. I had them here," he held out his open palm, and then snapped it shut back into a fist. "Eating out of my hand. It almost worked, and now Illyria is in control of the body and we have no other chance."

The old man shifted a little and took a sip of his drink, a smile blossoming on his face as he gazed through the gold liquid. "There is nothing in this world quite like a bit of fine whiskey," he said tenderly, before focusing his eyes on the shadow. "Patience, Hamilton. Patience is a virtue the humans are taught, don't you remember? Wait, and watch."

The shadow's gaze strayed to the girl bound on the floor, and he smiled. "I suppose I can linger here a little longer," he said. "In the mean time, however, I plan to have more fun with this one." The girl screamed as Hamilton neared her, trying to huddle further into the corner.

The old man held up his glass in a silent toast and then drained the remaining whiskey. "Good man."

A/N: I know that Illyria might seem out of character, and I want to tell everyone my intentions before I get blasted for writing her incorrectly. I have wanted to use Illyria as a good guy for a long time, and this is my chance. Illyria's mannerisms haven't changed, nor her speech or her pride or her ego—so, technically, I am writing her in character, just with a few twists to her intentions. Illyria's odd behaviour does indeed have a reason and a motive, which will be revealed in later chapters; I never do anything without a cause.