Seven days after Illyria's arrival, Fred had stood on guard in front of the observation room's double doors, her clipboard wrapped in arms folded protectively in front of her chest. Despite her reservations that the room would be too sterile and formal for so emotional a meeting, Illyria insisted on meeting here precisely so that Fred could watch his interactions with Buffy. The voyeuristic overtones had bothered Fred not a little.

After what seemed like an eternity, Fred heard steps in the hallway. Surprisingly, Angel appeared at the end of it, escorting a petite blonde who practically ran ahead of him to reach their destination.

"Hi, so where is he?" Buffy asked as she strode forward, her eyes wide and anxious, her mouth twitching up a nervous substitute for a smile.

Fred fought the odd urge to laugh. In that simple exchange, she understood more that had transpired between Spike and Buffy than anyone could ever have explained to her. "Um, hi," she said shyly, extending one hand. "I'm Fred."

Buffy took a breath and shook her head at the gentle reproof. "Of course, right. Sorry. Rude much, Buffy? That is, that's me. I'm Buffy." Fred clasped the young woman's hand briefly and found it trembling. Buffy pulled her hand back and swiped her bangs away from her forehead. From her appearance, Fred guessed that Buffy had left on the fly, her hair partially curled and windblown, with just a surface smear of blush and lip-gloss tinting her tanned complexion. She seemed full of a force that threatened to burst out from her earth tone ensemble of boots, blouse and jeans, a nervous energy that Fred could feel humming in the air.

Buffy pointed to the doors. "So he's in there?"

"Right," Angel stepped forward quickly. "Look, before you go in..."

"I know, you told me," Buffy interrupted, holding her hand up. "I've got it. He's changed. Just let me see him already."

Angel communicated a meaningful glance to Fred over Buffy's head and Fred took the cue. "Buffy, I can't thank you enough for coming here on such short notice. You know Spike better than anyone." She saw Angel swallow and look down. "Almost anyone, anyway and you've definitely seen sides of him that no one else has." To this, Angel nodded thoughtfully. "Spike's suffered...well, I guess calling it a setback wouldn't really be telling the whole story..."

"He's not himself," Angel blurted. "In fact, he's a totally different person. The Spike we knew..."

"Is probably temporarily sort of just sleeping, or something," Fred jumped in, stepping forward. "He needs to wake up already." She looked longingly into the furious eyes of Angel, begging him silently to agree.

Buffy looked back and forth between them. "And I'm here...why again?"

"Buffy," Fred said, her eyes dropping down to look at the other girl again. "If anyone can connect with Spike, with any part of him, we knew it would be you."

Her face froze into a look of disquiet and Buffy slowly turned to face Angel. "What have you done here?"

"I told you on the phone," he said evenly. "This wasn't anyone's fault."

Fred winced a little at that.

Buffy turned next to her. "What's your role in all of this? You're his...what? His keeper?"

"I-I'm trying to teach him how to get by, Buffy, that's all," Fred replied. "I'm trying to keep him safe until we know..."

"What, if he's worth saving?" Buffy asked, tossing her hair back over her shoulder. "If it's Spike, you don't need me to tell you that."

Fred opened her mouth to speak, not even knowing what she would say, and she saw Angel do the same. Their mouths fell closed in unison.

The rise and fall of Buffy's chest quickened briefly, as she looked to each silent face in quiet alarm.

"I'm going to him." She brushed past them and to the doors. "Now."

Fred and Angel exchanged awkward glances and shuffled their feet in the hallway.

"Whew," she sighed.

"Yeah," Angel said, his eyebrows furrowing. "She's...something else."

"That's a really good way of putting it," Fred smiled hesitantly. "It's good to see you, Angel. It's been a while. Not since..." Her voice trailed off.

"Since you started acting like a crazy person. Again," he added with a curl of cruelty to his voice. "What do you think you're doing, Fred?"

"You were standing right here when I told Buffy!" she cried. "What, you think I'm not telling you the truth?"

"I don't think you're telling yourself the truth," Angel said, shaking his head. "Spike's gone, Fred. We all know it and Buffy's well on her way to finding out. What's in there is a freak, an abomination, an insult to all of us – to you, to your work." His voice dropped an octave. "To Spike."

"He's in there," Fred insisted, grabbing on to Angel's arm. "If Buffy sees something, then will you believe me?"

Angel looked at her helplessly. "Fred. Stop."

"I can't," she said brokenly and reached around to grab the handle of the observation room's door. "Now if you'll excuse me, I've got notes to take."

The door jerked backwards before Fred could get a grip on it and Buffy strode out, closing it firmly behind her. She looked down for a moment and when she finally raised her head, her tan had faded to a sickening pale, her glossless lips pressed together white and quivering.

"Oh, you're back already," Fred said, startled. "I thought, I mean, after all this time you'd have a lot to talk about…"

Buffy exhaled a trembling breath through her nose. "I have nothing to say to that…thing."

"Buffy," Fred began, walking to the girl's side. "I know what it looks like, on the surface. But if you spend a little time with him, I think you'll find that there's more of Spike in him than not, and definitely enough to save." She touched her hand. "Don't you want to see how deep he goes?"

Buffy considered her with eyes glassy and bloodshot. "What you see is what you get."

Fred rubbed her arm, an attempt to soothe her or maybe even to encourage another opinion out of her. "Buffy…"

"No!" the girl yelled, pulling back. "You got me here, okay? You wanted my expert opinion on all things Spike? Well, listen up. If I saw a trace of Spike left, you have to know I'd fight for it." A thin tear wandered down her cheek. "No matter how small."

"And?" Angel whispered.

"Kill it," Buffy snapped, the streak of the tear drying on her face. "Kill it like he killed Spike." She turned on the heel of her boot and walked back up the distance of the hallway alone.

Angel looked at Fred for a moment. "I'm giving you a chance to do the right thing here."

"Angel," Fred said hoarsely. "I can't do it, you know I can't."

He pointed to the door. "Then take that thing and get out of here. I don't care what you do with it but if you bring it back here, it's as good as dead." He paused, not meeting her eyes. "If you can ever get rid of your new best toy, please come back. You'll always have a place with us, Fred." He followed Buffy's trail toward the lobby.

Fred stood in the empty hallway. Always a place for her, always a place as the bumbling scientist with the folder full of failures wandering through the halls tiled with good intentions. Taking a deep breath, she opened the door to the observation room.

"You missed my intercourse with the Slayer."

"Yeah, sorry about that," she said faintly. "It sure didn't last very long." She chose her next words carefully. "Did you get what you needed from that experience?"

He turned around slowly. "Yes. Albeit brief, it was most informative."

"That's good," Fred nodded, walking over to him. "'Cause I don't think anything like that will ever happen again."

"Yes," Illyria agreed. "The Slayer would attempt to kill me rather than share space with me again. I believe she was most aggrieved by my presence."

"Of course she was," Fred said tiredly. "You're not Spike." Upon saying this, the words suddenly caught up with her and everything she thought she'd been trying to do. "You'll never be Spike. My God," she rubbed her forehead. "Of course you'll never be Spike."

"He's in me, love," Illyria's voice fell to a familiar husky cadence. "All of him and all of me and all for you, wrapped up in a pretty bow. Just waiting for you to unwrap…"

"Enough!" Fred screamed and threw the clipboard at Illyria. "Don't you see? Don't you understand? We have to get out of here. We're no longer welcome."

"You'll deliver me, I take it," Illyria straightened up and let the mask of Spike slip from his face. "To my new temple from which I will greet my followers."

"Yeah," she said, hurrying around the room to gather her notes from the clipboard on the floor. "The UPS guy and the mailman and the newspaper delivery girl will all be stopping by to pay your homage on a daily basis. Now come on." Without thinking, she stood up and grabbed his hand. Illyria looked down at the contact curiously. Fred barely recovered from their shared surprise when the doors to the room flew open, revealing an enraged Wesley.

"Stand back, Fred," Wes ordered, brandishing what looked like a sci-fi movie prop of a death ray gun. But she recognized it too well. He held no prop.

"Wesley, stop," she pleaded, reaching out to him for the first time since he'd ended their affair. "Don't use that. It hasn't been tested."

"Then that will change. Today." He raised the machine to his shoulder and flipped a switch. An electrical hum and whine filled the room. "Release him, Fred, and step aside."

"Wesley…"

Illyria moved first, extricating his hand from her grasp and shoving her across the room into one of the padded walls. Fred managed to recover in time to see a bluish bolt of lightning jolt from out of the gun, sending both Illyria and Wes flying backwards. The electric charge took hold of Illyria and shook him briefly in mid air, then evaporated and released the body back to the floor with a thud. Wes got to his feet slowly, wiping the sweat from his face and examining the smoking barrel of the charred silver cannon.

"Excellent work as always, Fred," he panted, tossing the gun to the floor. "But I'm afraid I've exhausted its power." He glanced over at Illyria's body slumped on its side in the corner. "Hopefully his, too."

"Wesley," Fred shook her head, watching the smoke curl from the ruined gun. "I thought we agreed we'd save this in case of an emergency."

"You're bringing that thing back to your home. Alone," he said coldly and walked to the doors. "What would you call it?" He didn't wait for a response before leaving.

Fred's shoulders slumped wearily. All that work. Perhaps for nothing.

"You created that weapon."

She spun around. "I didn't know what would happen."

Illyria stumbled over to the death ray and toed it with his boot. "A rudimentary construct, but successful in its aim. To sap me. And this," he stared up at her. "Came from your hands."

"Look, some girls carry mace. With you," she said, watching Illyria cautiously. "I needed more than that. But I never intended to use it unless I had to." She swallowed. "Are you okay?"

He nodded slowly. "You have accomplished its purpose. My power is substantially depleted. You will revel in my defeat." Fred saw a brief flash of sadness pass across his features. "I am more unsure of my place than ever."

"Then let's go," she whispered, taking his hand again. It felt calmer somehow. Resigned. "You can use mine."