Disclaimer: I own nothing but the plot. And even most of that belongs to Lucas. Ah, well…

Episode 2 Chapter 9

Good Friends, Better Enemies

Previously…

It didn't take long for Buffy to make it to the hangar on the speeder. She immediately saw the entrance to the main hanger, but decide to bypass it for a small entrance she spied lower down on the spire. She figured she could make her way back up and come in from behind, catching Dooku by surprise and giving Obi-Wan and Anakin the edge they needed to get the bastard.

So Buffy ran up the stairs that led to the main hanger of this facility. She reached the level where the hangar was and ran into the antechamber connected to it. As soon as she entered, she came up short.

This is the place from my visions…she recognized immediately. But if this is the place, than the woman that I'll find on the floor will be the one who'll try to kill me.

With growing dread, she slowly looked around the antechamber, and found the woman in question. Her heart sank and her breath hitched when she recognized the woman's familiar red hair.

Oh, god. Willow…

"Buffy!" Willow called out, having spotted the Slayer. "Dooku left me in here. Said he needed to take care of the Jedi before we could get away. Cut me loose!" she insisted.

Cautiously, activated her lightsaber, and the silver-colored blade sliced clean through the ropes that bound her. Playing it cool she stepped back and allowed Willow to rise.

"Quickly!" she said. "We have to get in there and help them!"

Buffy turned to run into the hanger, and then heard the words she had been fearing.

"I got a better plan." Willow said. Buffy turned around to face the person-

And blocked the blast of energy that the witch had sent her way with her still-activated lightsaber. Willow looked on in surprise as the blast was sent harmlessly into the wall next to them. In her surprise, she could only mutter one word.

"Huh."

The two friends stood facing each other; Buffy with her saber at the ready, Willow with her hand still outstretched.

"Willow, what are you doing?" Buffy asked, hurt and confusion evident in her voice.

"I'm going home," the Witch responded strongly, a small smile playing around her lips.

"You're going nuts!" Buffy shot back. "Face it, Will- we can't go home!"

"Please!" Willow shot back in disgust. "The ease in which you fell for your new Council's drivel sickens me. There are other ways home that your Council doesn't want you to know about!"

"Like the Dark Side!" Buffy exclaimed. "That's not the road home; that's the road to hell!"

"WHAT DO YOU KNOW OF HELL!" Willow screamed and let loose another burst of energy, which Buffy managed to block with her lightsaber. "The only thing you let behind was Dawn, and at least you got to say goodbye! Xander, Tara…even Amy the rat… I was ripped away from them! And the only time I can see them is if I perform a glamour on myself to look like them! But my Master has shown me power, true power. Power I can use to open a gateway home!"

"Your master… Dooku." Finally, the pieces started falling into place. "How long have you been working for him?"

"Two years," Willow replied, looking pleased that Buffy had finally caught on. "It was a few months after Padmè appointed me to be Junior Senator. I was invited to what I believed to be a diplomatic dinner at the Menarai. When I got there, I found out it was anything but." She shuddered at the memory of her sitting there in that exclusive restaurant, the most exclusive dining establishment on Coruscant, waiting for the Ambassador of Falleen to show up. "I sat there waiting for over a half hour, and then he finally showed up. Imaging my horror when I discovered it wasn't the Ambassador who had invited me, but my old master, Xiazan. Can you imagine how I felt when he slid his hands around my neck, and put a control collar on it? Do you know what he told me, as he led me out of the restaurant? He said, 'You may now be a Senator, but you will always be my whore.' They sold me out… this Republic you would die to protect sold me out to him!

"After everything we had done, everything I had accomplished, he told me that I was no better than a common whore. He brought me back to his headquarters - he planned to share me with his inner circle. Do you know what I did?"

"You killed them," Buffy said, piecing it together now with ease. "That's why you felt comfortable going back to your real name - you knew that everyone who knew about you was dead, because you killed them all." Even as she said these words her stomach lurched. While she wanted to demand why Willow would do this instead of using a level head, she knew that Willow was too far gone to even bother with the questions anymore.

Willow raised her chin in defiance. "That's right. I killed them all. Took my time with Xiazan… I made him feel the pain and humiliation he had made me feel. I was just finishing with him when Count Dooku walked in.

"My first instinct was to kill him, too…after all, if he turned me in, it wouldn't just end my life, but Padmè's career as well. Imagine my surprise when he made no move to turn me in. In fact, he took great interest in me, and the power I possessed. I told him everything - about us, how we got here and my dreams of going home…even my theories on opening a portal.

"Dooku seemed to take everything in stride. He was intrigued by my power, and offered to teach me about his. If I pledged to follow his teachings, and help him achieve his goals of a Separatist state, he would show me how to gain enough power to get home."

"And was killing your sister a part of the agreement?" Buffy asked in disbelief. She watched as Willow spoke fondly as though speaking of her grandfather and not the monster who had just had more than a hundred and fifty Jedi executed.

"Of course not! I had no idea he was behind it until we got Obi-Wan's message that I knew he had a hand in it. And believe me; Gunray is still feeling my wrath. I have done everything I could to protect her! From the Senate, from herself…hell, why do you think I saved Shmi? Certainly not for you - no, I did it for Padmè. Because she loves your idiot of a stepbrother, because I knew that if Shmi died, Anakin would go into such a state of brooding that it would put Angel to shame, and it would end up hanging over them for the rest of their lives." She paused and shook her head. "And then we got here, and we got captured. I managed to get her a way out, but she refused to take it."

"Of course she refused!" Buffy shouted. "She still has character!"

Willow's eye's narrowed. "I may not have 'character', old friend, but I do have power!" She emphasized her point by firing off another blast, which Buffy blocked. However, while she was deflecting the first blast, Willow motioned with her other hand and sent another blast at Buffy, which caught her in the chest and sent her flying back into a free-standing glass display pane, which shattered under the impact and sent shards of glass flying. Willow smirked as she walked past the fallen form of her former friend.

"See you around, old friend."

Willow walked out into the dimmed hanger and took in the sight before her. Kenobi, on the ground and injured. And Anakin, using two lightsabers against Dooku's one, and winning. Even from here, she could feel the love and confidence that he exuded. His power was growing more and more, and if she didn't do something soon, her Master would fall.

She could not let that happen… not when she was so close to tasting the freedom she longed for day after day.

Discreetly she moved slowly towards him, creeping up from behind. She removed her own lightsaber from its holster that was secreted under her clothes. Silently she moved towards the Jedi, and when the moment came, she struck.

Dooku intercepted Anakin's blue blade, and pushed it violently away from him. As Anakin's arm was forced up and away, Willow quickly activated her lightsaber and swung the crimson blade up in an arc that intercepted the Jedi's arm at the elbow and sheared it cleanly off. She spun around and placed her empty palm on Anakin's chest, and let loose a burst of energy that threw Anakin back onto the ground next to his fallen Master. With a triumphant cry of glee, she lowered her hand, smirking.

Buffy shook her head and tried to clear the cobwebs that Willow's second blast had put in her head. She winced in pain and brought her hand up to her face, just over her right eye. Pulling her hand back, she saw blood. A piece of glass must have tagged my face as well. Wonder how bad it is. Staggering to her feet, she summoned her lightsaber back to her hand and moved out to the hanger, just in time to see Willow cut off her brother's arm and send him flying back into the fallen form of Obi-Wan. Willow saw her standing there and flashed a wicked smile.

"Uh-oh. Big sister is home…"

Dooku smirked at the Slayer. "Ah, Padawan Skywalker. Surely you don't think you can take on both of us?"

"Don't have to." Buffy replied, looking past Dooku. The Sith turned around to face the diminutive Jedi that has slowly making his way into the hanger.

"Master Yoda," Dooku greeted jovially.

"Count Dooku," Yoda replied.

As the student faced off against his former master, Buffy and Willow were circling each other. Buffy locked her eyes on her former friend; she could feel the anger building up inside and, for the first time since she started training under the Jedi, she did nothing to block it.

"Gee, Buff, I haven't made you angry, have I?" Willow said mockingly.

"Little bit," Buffy replied shortly. "You really want to do this?"

"Aw, come on Buffy! This is a big moment for me!" Willow responded; her eyes seemingly bleeding black. Even her hair had sprung obsidian roots that seemed to glow under the meager lighting. "All these years as your sidekick and now I get to be the Slayer."

Buffy hit the activator on her lightsaber, and the silver blade snapped to life with a familiar snap-hiss. "Then why don't you show me what you got? And I'll show what a real Slayer can do."

Willow brought her blade up in a salute, then down into a ready position. Buffy wasted no time with such niceties; instead she let her anger guide her and rushed the now black-haired girl. Their blades met, again and again, their movements a blur to the casual observer. Buffy aimed for the head, then for the legs, reversed to go for the torso, up towards the head, spun around and tried for the legs again; but while Buffy had strength and speed on her side, Willow had been trained in the older forms of lightsaber combat, that favored person-to-person combat over deflecting blaster fire like the new styles. Every strike she was able to parry; every thrust block.

Buffy was moving faster than she had in years; even faster than she had when she had just been a Slayer. She felt the pull of the Dark Side, and tapped into it, reveling in the power she felt. She brought her blade to bear, again and again, until finally she managed to knock the lightsaber out of Willow's hands. A well placed kick to the head sent her crashing down to the ground. Buffy stalked over to her and raised her lightsaber for the killing blow. Just as she was about to bring the blade to bear, she looked into Willow's eyes, which had returned to normal, and saw the fear there. For a moment, she stopped.

What am I doing? She asked herself. Am I a hypocrite? Tell Anakin I couldn't follow him down this road, only to travel it myself solo? NO, she finally decided. I'm better than this. I'm a good person. Willow can be a good person again, too…

"Well, what are you waiting for?" Willow screamed at the Slayer, who seemed frozen. "Finish it! Put me out of my misery!"

"No."

Buffy hit the activator once more, turning off the silver blade. She threw her lightsaber away, then reached down with her left hand and offered it to the fallen girl. "It doesn't have to be like this, Willow. You can come back with us. We can help you."

Willow looked at Buffy's outstretched had for a moment, a hopeful expression passing on her face-

Then she lashed out, her long leg landing a hard kick right under the blonde's jaw. The impact caused Buffy to fall sharply onto her back.

"Is that all you are?" Willow hissed as she sprang back to her feet with a snap. Dooku was already on the ramp of their waiting transport and motioned for her to follow. "Is that what you've become? I don't see a Slayer… I see a weak, pathetic form of someone I thought I knew. So compassionate… so emotional…"

Buffy moaned from her position on the floor, her hand reaching up to grasp her head.

"Face it… Willow's dead, little girl," Willow sneered. "I am Darth Traya." Then she spied Yoda, the tiny Jedi using all his concentration to keep a large pillar from crushing Anakin and Obi-Wan. A cruel smile formed on her face.

"Wanna know what happens when a Jedi is struck by lightening? Same damn thing as everything else." Willow quipped and then unleashed a concentrated burst of Force lightening straight at Yoda. Buffy, who had sit up just in time to see Yoda in danger of losing his hold over the pillar threatening to kill both her friend and brother, quickly dove forward, her left hand catching the brunt of the Force…

But the energy proved to be too great. She managed to stop it from hitting Yoda, but her control of the Force had been diminished by he fast and furious combat against Willow, and as a result, the shield she managed to erect was relatively weak. Her Force shield failed almost immediately, and Buffy screamed in pain as the lightening ripped into her arm, burning flesh, muscle and finally bone. Finally the barrage ended, and the last thing Buffy saw before passing out was Willow retrieving her saber and rushing into the Geonosian ship just as the door closed.

She could still hear her former best friend's chilling parting words… "This is only the beginning..."

Buffy awoke several hours latter, groggy and in pain. She attempted to roll onto her left side and instantly regretted it; the pain in her left arm wasn't as bad as it had been, but it was still-

Metal.

Her arm was metal. Not just that, but mechanical. Buffy stared in horror as she lifted what had been her left hand in front of her face. What she saw was a mechanical construct - a thumb and four fingers, attached to a palm, attached to an arm - and all were mechanical. She tilted her arm and heard the familiar clicking that would normally sound on a droid.

"They couldn't save the arm," a familiar voice said, and Buffy turned her head to look at her brother, who was on the bed beside her. He raised his own mechanical hand. "Just couldn't help but try to outdo me, huh?" he joked lamely, but there was no humor in his voice. "They had you in the Bacta tank for three hours," he continued, "but the damage was too severe. Your arm was burned so badly, that in some places it was scorched to the bone. They had to amputate, if only to prevent infections from spreading."

Buffy sighed. "Where are we?"

"A republic capital ship, about an hour outside of Coruscant."

Buffy nodded, and then leaned back on her bed, still examining her new arm. At length, she finally spoke.

"I'm sorry, Ani."

Anakin's brow furrowed as he turned to look at his sister. "Sorry for what?"

"For letting you down," Buffy continued. "When I fought Willow….I let myself go. I did exactly what I begged you not to do…I tapped into the Dark Side. This-" she lifted up her new mechanical arm, "is what resulted."

"You're saying you paid the price for touching the Dark Side." Anakin surmised. He lifted his own mechanical hand. "Then what's this?"

Buffy considered that for a moment, but didn't have an answer. The two fell back into silence as the ship sped back to Coruscant.

TBC

A/N: ONE MORE CHAPTER! And then we move on to Episode 3, whose title will be revealed in next weeks author's notes.

Oh, and I've started up 'Harry Potter and the Light Brigade' once again. If you like Buffy, Harry Potter, and some pretty cool OC's (if I do say so myself-which I do), go check it out.

Review Responses:

Lorrie1974: When I saw 'Return of the King' in the theaters, the ENTIRE THEATER would get up when the screen faded to black, only to sit back down when it continued. It was hilarious. Thanks for the review!

Allen Pitt: I hope this chapter cleared things up- she's been going dark for two years now. She was just very adept at hiding the signs. And don't worry- I got her entire arc planned out, and she'll be busy in the next film as well.

Phantom: Alas, Giles and Mace are destined never to meet. As much as I love Mace, he's not destined to survive.

Buffy-CrazyaboutAngel: Yup, she was evil. Just very good at hiding it.

Just Me Prime: Hope this was worth the wait.

RaeAngel: Oh, come on. Of COURSE she had to tune on Buffy! That's all of the fun!

General Mac: Nope, it's Buffy vs Willow.

Stcobb: Not THAT easily. It wasn't something she decided overnight, nor was it something she decided easily.

Sean Malloy-1: - Because it's fun when she's nuts.

I've thought about it, but I've only ever really read 1 good Potter/Star Wars fic (It's name escapes me), and I can't think of a way to bring the two universes together.

Sometimes you have to reload the page several times to see the stories in the Author's pages. It's a problem FanFic has when too many people are on, I think.

Miracle Angel Summers: Thanks!

Adi Skywalker: I have plans for Buffy and Obi, but those plans are far in the future. And I did try to foreshadow Willow's turn a bit, but I'm not sure I did it enough.

Cycloneozgirl: I'm glad you like it so much. All I got to say is, if you like this one, wait till Episode 3!

Pur33vil: Hope this lived up to your expectations. Thanks for the review!

Capt. Nemo: Hope this lived up to your expectations as well.

Devine-desire: You know, I had this little scene where, while Buffy and Willow were fighting, they locked their blades, both pushing to get the advantage, and then they both look over to where Dooku and Yoda are fighting and just watch for a moment, till Buffy comments that Yoda is hopping around like a Chihuahua on speed. Sadly, it ruined the flow and had to be cut. But I will try to put in his battle with Sidious. And let me clarify something- this was no where NEAR the big battle. The big battle happens in Episode 3.

Adi's Qui-Gon: Glad you gave my little story a try. I have to say, you have excellent taste- both in movies, and in women. Out of curiosity- are you Irish? Just wondering.

Marz1: I swear your review sounded like a Tony Schivaone announcement for Nitro! I hope I answered all of your questions, even if I did leave a few more unanswered.

Jedi-Princess: I never named Willow in the visions, just started there was a female figure on the ground. And yeah, Faith could only come in a Slayer dream.

For now.

Hope you're feeling better!

Well, that's all for this week, folks. Next week- the Epilogue. And in two weeks-

Star Wars- Episode Three: Revenge of the Witch