AN: Thanks for the feedback. Please continue. Extra long chapter ahead.

Pairings: A/S (of course); F/W

Warning: transgender for part of this fic (i.e. Female!Spike); language

Chapter 3

Spike stumbled away from the bar after practically passing out at the table. His eyes were blurry as he attempted to get his bearings. He doubted he could get back to Wolfram and Hart before dawn. He turned his head and saw a small motel called The Regal and entered. He unsteadily walked up to the front desk.

A small, bald portly man leaned back as the scent of Spike wafted towards his nose. "May I help you, sir?"

"How much for a single?" Spike slurred as he swayed a bit.

"Seventy-nine dollars." The man forced a smile upon his face.

"Fine. Here you go." Spike unceremoniously dropped some money on the desk. "Keep the change."

"Well, here you go. Room 102. First floor."

"Which way?" Spike turned in all directions.

"To your left." He handed the key to Spike. "Why don't I show you?" He came from behind his perch and started down the dark hall. After a short time, they reached their destination. "Here you go." He said as he opened the room for Spike and handed the key back to the inebriated vampire.

"Check out is noon." With that, he departed.

Spike immediately closed the curtains and then fell onto the bed and passed out.


'Oooooooh. My bloody head.' Spike thought as he awoke the next day. He was lying face first on a bed still in his clothes and his duster. His mind was immediately confused as he attempted to get his bearings. 'Where am I' he thought again as he struggled to sit up. He barely made it as he felt the entire room spinning. He slowly opened his eyes as the dizziness passed. He began scratching his stomach and his hand traveled down to scratch his crotch. He was stunned when he didn't feel his morning erection.

"Oh gods!" Spike screamed as he looked down at his body. He noticed breasts and suddenly long dirty blond hair fell in his face. "Shit...what's goin' on!" Her petite hand flew to her throat as she continued panicking. "My voice...oh gods!" Spike started hyperventilating as she started pacing around the room. "How...w-what...last night...okay got pissin' drunk..." She started replaying in her mind her time in the bar. "Talked to someone...Cecily...Halfrek...OH MY GOD!" Spike screamed as she stopped pacing. "That bitch!" She yelled as she picked up a small vase on the nightstand and threw it against the wall. "B-but...I didn't wish...did I...just a joke...how could she do this?" For a moment, Spike's eyes watered but then the anger returned. "When I find her, I'll suck her bloody eyeballs out through a straw, I'll break her fuckin' neck...I'll..." She started hyperventilating again as her eyes slowly surveyed her new body. She had small breasts and her hips were a bit wider than before. She was extremely petite and very toned. Spike's trademark tight black t-shirt and even tighter black jeans were now swimming in her thin form. Her hair was dirty blond, wavy and just passed her shoulders.

"Calm down, Spike." She said to herself as she looked up. "Relax...think..." Spike started pacing again. "Oh!" The high pitched voice exclaimed as she pushed back the sleeve of her jacket and dug into her duster pocket. She checked the time on her cell and dialed quickly.

After two rings a voice on the other line answered. "Wolfram and Hart Science Department. How may I direct your call?"

She cleared her throat. "Winifred Burkle, please." She attempted to sound official.

"One moment, please." There was silence.

Spike whispered, "Please be there, Fred. Please." Spike's hand began to shake.

"This is Fred."

Spike closed her eyes briefly as she let out a sigh of relief. "Fred?"

"May I ask who this is?"

"Fred. Listen to me. This is Spike." The blond vampire paused. 'Please believe me.' She thought.

"Is this some sort of joke?" Fred answered.

"Please don't hang up, pet. I'm beggin' you! Somethings happened to me and I need your help." Spike clutched the phone tightly as she awaited an answer.

Fred chuckled. "Is this a prank? Did Spike put you up to this?"

"Fred, no. It's not a joke. It is me. Spike. I know my voice sounds different."

"Prove it."

Spike looked up for a moment and then spoke. "You were the only one to really help me when I was a ghostie. Remember, I pushed Pavayne into a big circle so he wouldn't kill you?" She closed her eyes as she heard silence on the other line.

"Oh my gosh...Spike? What happened?"

"Can you come pick me up, pet?"

"Sure. Where are you?"

Spike glanced at the stationary on the end table. "The Regal. 22 State Street. I'll wait for you in the lobby. I owe you one, Science Girl!"

"No problem. Sit tight. I'll be there soon. Bye."

"Bye, luv." Spike hit the end button on her cell and sighed in relief.


Spike stood from the lobby sofa when she saw Fred running through the door holding a black blanket.

"Oh my gosh, Spike!" Fred said as she rushed up to the blond and gave her a hug. "Wow. You're a...well..." Fred stood back in some shock.

"I know, luv. You can say it. I'm a bleedin' chit." Spike said with a strain in her voice.

Fred stepped closer to the blond vampire and touched her hair and looked her over. "Well, you're pretty!" Fred giggled.

"Quit it!" Spike scowled as she looked around. "Can we get out of here? That bloke over there," Spike pointed to the corner, "has been starin' at me for 10 minutes." She graciously took the blanket offered to her and placed it over her head. Fred ventured outside prior to Spike and then opened the door to the awaiting limo. Spike hurriedly ran into the car.

"Thanks for the blanket, pet." Spike smiled as they settled into their seats.

Suddenly the divider in front of them was lowered. A voice said, "Where to Ms. Burkle?"

"Back to the offices, Bradley."

"NO!" Spike shouted.

"Why, Spike?"

She shook her head and looked scared. "Don't want anyone to see me like this yet. Please?" Her eyes pleaded with her friend.

"Okay." Fred answered with concern in her voice. "Please go to my apartment, Bradley." She paused. "Now, why don't you tell me what happened." Fred smiled warmly as she turned her attention back to Spike.


As the two walked into Fred's apartment, the slim brunette pleaded with Spike. "We really should go back to Wolfram and Hart and try to help you Spike." She said as she threw her purse onto her sofa.

"I know what's happened to me, pet. I just have to figure out a way to reverse it, s'all." Spike tone was exhausted as she plopped down on a chair.

"What will I tell the others?"

"Nothin'." She watched Fred open her mouth to respond. Spike pushed her long hair away. "I mean it. Everyone is so caught up in their departments that it'll take a while to notice. Hell, Angel'll probably not notice." She said with some sadness in her voice.

"Now, that's not true, Spike." Fred said sympathetically.

"You're a bloody pathetic liar." Spike managed to smile.

Fred returned her smile and stood up and gestured to Spike to follow her. She quickly showed the blond vampiress the layout of her spacious apartment. "And finally, here's the bathroom. Feel free to shower..." She paused. "No offense, but you smell like a distillery."

"Yeah, appreciate that, luv!" Spike pouted but then chuckled at her friend.

"I'm going back to the office. I'll bring you some blood when I come back. You can use any of my clothes, if you'd like." Fred suddenly giggled. Spike raised her still scarred eyebrow. "You get to go shopping!" She paused. "Too bad Cordy isn't with us anymore." Her voice saddened. "She would have been the perfect person to take you shopping for a new wardrobe. "

Spike smiled. She knew how important Cordelia was to them here in LA. "We'll manage, okay Fred? Probably won't need many things since I'll turn back real soon."

"Yeah. Anyway, I better go. If you need anything, call me. See you later!" Fred waved as she left the apartment.

Spike stood in the middle of the apartment and looked around her. She smelled the air. "Yep. Shower it is." She said to herself as she walked slowly to the bathroom.


Angel's office door was thrown open and Fred scurried in. "Sorry I'm late!" She said while panting as she took her seat at the conference room table with her colleagues. She wiped her brow of sweat.

"Are you alright, Fred?" Wesley asked.

"I'm fine." She answered as she smiled at her boyfriend. "I had to run back to my apartment and I lost track of time." She turned to the others.

Angel stood from his chair and held up his agenda for the day's meeting. "Okay, everyone's here. If we're ready..."

"Wait." Gunn interrupted. "Where's Blondie?"

Lorne added. "I haven't seen him roaming the halls today." The Green Demon turned to Fred. "Have you seen him, Freddles?"

"No." She said as she lowered her head.

Angel scowled. "We don't need him to have our meeting. Alright? Let's continue."


Later that afternoon, Fred sat in her office in the Science Department. She glanced at her watch. She was meeting Harmony in twenty minutes to obtain blood for Spike. She told Angel's secretary that she needed the blood for experiments in her lab. Her phone suddenly rang.

"Hello?"

"Fred?" The high pitched voice said.

"How are you, Spike?"

"Peachy. Look, can you do me a favor?"

"Sure."

"You think you could borrow one of Percy's book? You know the one that can be any book?"

"I don't know, Spike. What would I tell him?"

"Come on, pet. Jus' use your feminine charms on the ol' boy. You're shaggin' him after all."

"Spike!" Fred exclaimed.

"Come on, Fred. He's so pussy whipped over you, he'll do whatever you ask."

"You have such a mouth, Spike."

"I know, pet. So, can ya?"

"I'll do what I can."

"Ta! See ya later."

"Alright." Fred shook her head and laughed as she placed the phone back down on the receiver. She decided to go visit Wesley.

"Come in." Wesley said in response to the knock on his office door.

"You busy?" Fred asked as she sauntered in.

"I am never too busy for you." Wesley answered with a large grin on his face. He stood up and walked over to his love and gathered her in his arms and kissed her deeply.

"Wow." Fred said as she attempted to catch her breath. "What was that for?" She said with a large smile on her face.

"No reason. I just love seeing you." He kissed her nose then walked back to his desk. "Are you finishing up for the day?"

"Yep, but I've got tons of work to do at home." She said as she sat on his couch.

"Anything I can help with?" Wesley asked as he straightened up his papers.

"I don't think so. It's all about quantum physics, properties and such."

"Yes, a bit out of my area of expertise." The Englishman admitted.

"W-what would help is if I could take one of the codex books home. Y-you know, so I don't need to lug my heavy science books home with me." She looked away for a moment as she lied. She knew she was never too convincing.

"Of course, Darling. Whatever you need." He walked around his desk and handed her the book as she stood.

"You're the best boyfriend ever!" Fred said as she kissed his cheek.

"I aim to please." Wesley answered.

"I'll call you later tonight. Okay?"

"Of course." Wesley nodded as she walked out the door.

Fred paused for a second as she brought the book to her chest and said quietly. "You better appreciate this, Spike!"


Harmony placed a few pints of animal blood on the counter in Fred's lab.

"Thanks, Harmony."

"No problem, Fred. See you tomorrow." The ditsy blond vampiress answered as she proceeded to walk out of the lab.

"Hi, Bossy!" She exclaimed cheerfully as she passed Angel who was on his way to talk to Fred.

Angel walked up to Fred. "Hey, I wanted to talk to you about those taser guns you're developing."

Fred seemed distracted, especially when Angel eyed the blood on the counter.

"Um, what?" She said.

"You okay, Fred?"

"Fine, Angel. A-About those guns. I need a little more time for analysis." She said nervously.

"Sure. Take your time." The dark vampire placed his hands in his pockets and eyed her suspiciously for a moment. "Well, I'll see you tomorrow."

"Uh-uh. Tomorrow." She let out a big sigh of relief as she watched Angel go. She just wanted to get back to her apartment.


Fred and Spike sat at the the kitchen table.

"Thanks for bringing the blood and the book." The blond vampire said with a smile.

"No problem; although I'm not a very good liar." She said as she sighed.

"I'll teach ya." Spike smirked as she shook her eyebrows. Fred laughed. "I think I know what I need to do to get this nightmare reversed. I'll do it the morning. So, don't worry that pretty little head off, pet. I won't make you lie for me for too long."

"Good. Because they asked where you were at the meeting." She said as she sipped her tea.

"Who they?"

"Gunn, Lorne, Wes."

"Ah." She said quietly trying to hide her disappointment that Angel did not notice her absence.

"Well, 'M a bit knackered." Spike said as she stood. "I really appreciate everything, Fred. Really."

"I know, Spike." She smiled back. "Hey, I'm glad my clothes fit you." She said as she noted the pair of sweats Spike wore.

"Yeah, good thing you 'ad black. No way am I wearin' bloody pastels!" Spike chuckled as she waved goodnight to Fred and went to the guest room.


Spike waited until Fred left the next morning before using the book. She took a big breath. She changed back into her clothes and placed the book on the coffee table. She held the musty text close to her mouth and said, "Halfrek, Vengeance Demon." She slowly opened the text and watched the words appear on the page. She read for some time and then decided she was ready.

In her high pitched voice she began. "Halfrek, I beseech thee. In the name of all people scorned, come before me." At first nothing happened and then suddenly Halfrek appeared.

"William! How are you?" She asked cheerily.

"Are you kiddin'? How do you think I am?" Spike's blue turned icy. "I never wished this! Turn me back!"

"Now, William. You did wish it. I heard you clearly." She smiled.

"That was sarcasm. Didn't you hear what I said after?" Spike's eyes watered.

Halfrek walked around the room surveying the apartment. "Alas, the words were said."

"But how is it vengeance? The only person hurt is me?"

Halfrek stopped by the hallway mirror to primp her hair. "This could be a good thing for you. See what can happen. It might be quite freeing."

"You said Anya was fond of me. She wouldn't want this. She'd tell you to change me back."

"You can't expect me to change the rules, Spike. In order for that to happen, I would have to take vengeance upon someone else. Would you want that?"

Spike wanted to answer yes; but her soul could not agree to it. "Damn, Soul." She muttered to herself.

"Try it on for awhile, William. You never know. You might like it. "

"I doubt that." Spike answered dejectedly as she sat on the couch.

"Toodles!" Halfrek said as she waved her arms in the air and disappeared.


The Fang Gang congregated outside Angel's office after the morning meeting.

Lorne said, "Any sign of Spike, guys?"

Everyone shook their heads. Angel exited his office. Wesley stopped him. "Angel, have you seen Spike this morning?"

Angel looked at them. "You mean he hasn't shown up yet?" The dark vampire actually sounded concerned.

"When did you last see him?" Gunn asked.

Angel scratched his chin. "After we took care of the vamp nest two nights ago, I dropped him off in front of the building and he went to a bar."

"Perhaps, we should send out a search party." Wesley added.

Fred started to panic. "I'm sure Spike is fine, guys. Maybe he needed a bit of a break?" She said weakly.

As the men discussed how best to use the resources of Wolfram and Hart to find Spike, Harmony walked up to the group. "Hey guys. Fred, did you need anymore blood? I wasn't sure if I gave you enough yesterday. What did you need it for, anyway?"

Fred's face turned red as all eyes turned upon her.

"What's going on, Fred?" Angel asked.

"Alright! Alright! Spike's not missing. He's at my apartment. He needed my help and he doesn't want to come to the office." She said as she walked back into Angel's office followed by the men.


"What do you mean a woman?" Gunn said as he attempted to repress a smile.

"Charles, don't laugh." Fred implored.

"Let me get this straight Fredikins. Our delectable male blond vampire is now a delectable female blond vampire? Oh," Lorne rubbed his hands together, "this premise would make a great TV pilot." All eyes fell upon the Green Demon. "Sorry. Go on, Pumpkin."

"Spike's really mad and I think a little scared; although he-she would never admit it."

"Is that why you borrowed the codex book?" Wesley asked her.

Fred nodded. "She said she could use the book to find a reversal." The room fell silent for a time.

"So," Gunn interjected, "Is she hot?" He smiled as he started laughing. The whole group with the exception of Angel joined in.

"Charles." Fred tried to scowl at the lawyer but soon giggled. "Okay, she's really pretty. I mean her blue eyes are even more colorful than before, her cheekbones are more defined but her face is softer. And she's really petite...kind of my size. And her hair is long and wavy...still blond but not bleached looking. And don't tell Spike I told you any of that."

Finally Angel spoke. "This is unbelievable. How could a demon turn Spike into a girl? It seems too far fetched."

"As far fetched as you becoming a puppet, Angel?" Fred asked.

"Point taken." Angel paused. "Where is he...she?"

"At my apartment."

"Good. I'll go get Spike."

Fred stood and walked over to Angel's desk. "She'll never come, Angel. She didn't want anyone to see her."

"Well, we'd help her better if she was here. I'll talk to him."

"Her." Gunn said as he chuckled.

"I'll see you guys later." Angel said as he went towards the elevator.


Spike had not moved since Halfrek left. She sat lost, not knowing what else to do. Her head turned as she heard a knock on the door. She sighed as she forced herself to stand. "Did ya forget your keys, luv?" Spike said as she opened the door and her mouth dropped open as she saw her Grandsire standing in the doorway.

"What do you want?" Spike practically yelled as she turned from the door and walked back into the apartment.

Angel stood at the threshold, not because he needed an invitation, but he was so shocked by Spike's appearance.

"Take a picture. It'll last longer, Peaches." Spike said as she crossed her arms.

"Um. Sorry, Spike." Angel said as he came towards the blond vampire.

"I see Fred spilled the beans." Spike said as she looked down. For some reason she could not look Angel in the eye. "Go ahead. Have a good laugh at ol' Spike. Tell me how much of a fuckwit I am and all that rot." She turned her head away.

"How did this happen?" Angel asked as she saw Spike sit on the couch.

"Doesn't matter." Spike said sadly. "What do you want?" She tried to muster some anger in her voice. Unfortunately, she felt exhausted.

"You should come back to Wolfram and Hart. Everyone is worried about you."

"Right." Spike snorted. "Like you give a shit."

Angel ignored Spike's tirades. "You don't want to disappoint Fred, do you? And besides, if you want to feed, the blood is back at the office."

Spike sighed and stood up. She mumbled, "Bloody bastard," as she followed Angel to his car.


As they walked towards Angel's office, Spike's nerves began to increase. She could sense her friends were in there and she did not want to confront them.

She decided to put on her Big Bad persona. As she walked in, she stared at her friends immediately. All eyes were fixed on her now female form. "Right, Gents. Gawk all ya like. Come on. Get it over with."

"Wow, Spike." Gunn chuckled a bit.

"Great, Charlie Boy. Finished?" Spike frowned.

"Well, at least you're not an ugly chick." Gunn continued.

"Gee, thanks. That's so comforting."

"Well, at least you still have that wonderful positive attitude." Lorne added with a smile.

"Fag off, Green Jeans."

Wesley interjected. "It will simply take us some time to adjust to seeing you like this, Spike."

"Try adjusting to waking up without your dick, Percy." Spike glared and then took an unneeded breath. "Look, I just want everyone to get their ha-ha's out, alright?"

"What happened, Spike?" Angel asked.

Spike rolled her eyes and relayed the story to the whole group. After finishing, Wesley asked. "And you tried to have this Halfrek reverse it?"

Spike nodded. "Can't be done that way. Someone would have to be cursed or whatever to reverse it. And I can't risk that." Spike's eyes were sad. Angel watched her very closely.

"Look, I have a headache. Can we talk about this later? I'll figure somethin' out." Spike tried to smile.

"Why doesn't everyone get back to work, okay?" Angel said. The group left the office. Only Angel and Spike were left. The dark vampire walked over to couch that Spike was on. She sat hunched over with her head in her hands.

"Look, Spike. We'll all help. I'll help. You won't be alone in this." Angel sat next to Spike.

Her head shot up and then abruptly stood. "You can stop with the fake sympathy, Angel. Your pets aren't here to see."

"What? What are you talking about, Spike?" Angel walked over to Spike. Traditionally, there was at least one head difference in their heights, but now Angel towered over her. "Why do you always have to be so difficult? You are such a brat!" Angel yelled. "I just told you I was going to help you. Gods, you are so ungrateful!"

"UNGRATEFUL!" Spike was seething. "Am I supposed to kiss your fuckin' feet because the Great Angelus has decided to help lil' ol' me? You are so self centered!" She took a large breath. "I'm supposed to be grateful that, for once, you have decided to help me?" Her blue eyes watered.

"For once?" Angel asked confused.

"I didn't see you givin' a shit about me when I was all ghost-like, did I? As I recall, you told Fred it was a waste of time!" She stared directly at her Grandsire and this time, it was Angel who looked away.

"And in Sunnydale? Did you help me when I was butchered by the Inititative and sat in the Watcher's home starvin' at Thanksgiving? You were there to help Precious Buffy, but not me. I was chained in a BATHTUB for weeks, SIRE! Did you know that?"

Angel's chocolate brown eyes were filled with sadness. "Spike, I..."

"I sat in a wheelchair, crippled. You did nothing to help me get better. You ridiculed me, tortured me, and stole Dru from me. Remember?" Spike's eyes turned cold. "I've survived one hundred years without your help! So don't pretend that all of a sudden you care!" Spike was losing her grip. As if the weight of the last five or six years finally caught with Spike, suddenly she could not help it. The tears began to fall as she sat on the couch sobbing.

Through the tears, she said, "'M such an unlucky bloke. I didn't ask for this." She whispered as she wiped the tears from her face. "'M so tired."

"I know, Spike." Angel answered quietly. He was not sure what to say to his distraught Grandchilde. He felt shame and guilt as he looked upon Spike. The blond vampire had endured many things since they parted one hundred years ago. But, he knew the blond vampire was strong. If anyone could adapt, it was Spike. Angel vowed to help her, even if she pushed him away. He had a lot to make up for. He did not feel this only because of guilt; he wanted to change their volatile relationship. He hoped this was possible. Yet, he knew it would be a long road.

"Spike?" Angel quietly spoke. He was mesmerized when she turned her head towards him. He bright blue eyes stared at him.

Angel hesitated. "Why don't you lay down upstairs. I have a guest bedroom. And I can heat up some blood."

Spike must have been exhausted because she nodded her head and didn't fight him. The two silently walked to the elevator. They stood on opposite sides of the elevator as they rode up to Angel's penthouse. When they arrived, Angel directed Spike towards the guest room. Spike stood at the doorway for a moment. Then she strode towards the king size bed. She looked small, dwarfed by her now too large clothes as she let her duster fall to the floor. She turned down the bed and buried herself under the covers. Her back faced the doorway, and she sighed as she fell asleep. Angel stood watching. He shut the light and slowly closed the door.

TBC...