Thanks again for all the reviews. :) I wish I could write faster for you guys, but unfortunately I'm slow as molasses. I am already working on the next part though.

Two little faces pressed against the window as she came alongside the car. Willow felt a tad embarrassed by the hero worship, especially since Buffy had done most of the work, but gave them a little wave nonetheless. She was rewarded with two far more enthusiastic ones in return.

Her legs felt heavy and sluggish as she trudged beside the car. Creating and manipulating the firewhips had taken more power than she'd anticipated; she'd had to fight the tainted energies within the barrier to work white magic. It had been like walking through water -- twice the effort to achieve the same result.

Shaking off her weariness, Willow quickened her pace to catch up with Connor at the head of the group. Despite Buffy's misgivings, there a familiarity about the young man that made Willow lean towards trusting him.

"Hey, Connor."

"Hey," he said, not looking at her. His eyes constantly roamed the barren streets, scrutinising every shadow, every corner. She watched him for a minute. Nothing was left unexamined, from the highest skyscraper to the bloody remains of something or someone that Willow preferred not to speculate about. There was an air of desperation about the young man that told her he was searching for more than just baddies. She decided not to ask about Angel right off the bat.

"Wanna fill me in, the Cliff notes version?"

"City went to hell," he said with an impatient shrug. "What more is there to tell?"

"But how? Why?"

He finally glanced at her, his expression puzzled. "Who cares? Whatever happened, it's history."

Willow sighed. Why was everyone being so difficult? She quashed her irritation. "The point is, we can't stop it without knowing how it started."

"Stop what?"

She stumbled in her shock. He didn't know. Her mind careened down the logical path. And why should he? Connor wasn't a witch; he couldn't feel the insidious cancer gradually consuming the land, contained only by the magical barrier surrounding the city.

Connor grabbed her arm. "You okay?"

"Yeah." She shook him off. "I'm just tired is all."

"Yeah, sure."

She heard the doubt in his voice, and quickly said, "So how about that update?" He was silent for a few seconds and she could feel his eyes on her, but she said nothing more.

He shrugged. "I don't know what happened...exactly. Last time I saw Angel it was at Wolfram & Hart. The whole building was falling apart around us. I figured he must've pissed them off."

"Hmm, imagine that. Angel pissing someone off."

Connor grinned. "Yeah, I think it's one of his favourite hobbies. Anyway we were fighting this lawyer dude..."

She stared. "It took the two of you to fight a lawyer?"

"Hey, this guy was huge, and strong, and...and a really sharp dresser!"

"What was he wearing? Armour?"

He bristled, and his indignant expression made her aware that he really was just a teenager. She suppressed the urge to reach up and ruffle his hair.

"You know," Connor said, "Angel was getting his ass kicked before I showed up."

"Good thing you did, then." Somehow she managed to keep a straight face.

"Yeah." His face turned sheepish. "So I, er, kinda got knocked out for a while. When I came to, Angel told me to get out of the city..."

"But you didn't?" she prompted.

"Oh, I got out of the city...and then I came right back." He tugged his hair. "I had to."

Willow nodded. She had the impression their relationship was a complicated one, and she couldn't quite tell whether Connor had returned out of obligation or love.

She paused as they came up to a major intersection, checking both ways for non-existent traffic. Connor kept going and she had to trot to catch up.

"You didn't find Angel, did you?" she asked.

"Not a scrap of his leather coat," he said, his shoulders slumped.

Summoning her cheeriest voice, she said, "Don't worry. I'll just do a locator spell and we'll--"

"The witches already tried; it didn't work."

"Oh." That certainly put the kybosh on her brilliant idea. She felt deflated for a moment, but her natural optimism asserted itself. "You have other witches? That's great. Maybe we can pool our resources." Knowing she wasn't the only magic-user in town boosted her spirits.

"I wouldn't count on any help from them if I were you."

"What? Why?"

A vaguely guilty look flitted across his face. "You'll see."

A ripple of excitement swept through her and she brandished a finger at him. "Aha!"

Connor stopped in his tracks and recoiled. "What?"

"You were being cryptic guy."

"Huh?"

A few metres behind them the car braked to a halt, and someone grumbled, "What's the holdup?"

Connor glanced back and started walking again. Willow glanced back too.

"Boy, it's too bad Buffy didn't see that," she said, mostly to herself.

He cleared his throat. "She doesn't like me much, does she?"

"Buffy? Oh no, that's not it. She's just...shy. Really, really shy."

Connor tossed a sceptical look her way.

Willow half-shrugged in apology. "Okay, so she has issues. Especially when it comes to Angel..." She trailed off, wondering how much she should reveal. "Buffy and Angel...they're kinda like a minefield -- doesn't matter which way they step, someone's gonna lose a limb...I mean, get hurt." She noticed Connor's perplexed expression. "Never mind. She'll get over it...eventually."

He didn't respond. And Willow, feeling as if this night would never end, lapsed into silence. The moon had reached its zenith, shifting shadows and casting a silvery gleam on the skyscrapers to her right. She realised with a jolt that they were somewhere downtown, probably not too far away from Wolfram & Hart. Connor turned left onto 3rd Street.

"Where are we going?" she asked. "And are we going to get there this century?"

Connor glanced at her, his eyes amused. "It's not far. We're holed up in a school auditorium."

"Hmm, in my day it was the school library."

He looked at her as if he thought she wasn't quite right in the head. No one respects their elders any more, mused Willow.

Connor guided her into a wide avenue and pointed out a rectangular building halfway down. She would've noticed it anyway because its high windows glowed yellow like a beacon. They passed an L-shaped brick building bearing the words "Belmont High School" and a landscaped area which was part of the school grounds before arriving at the auditorium.

The aroma of protective magic was all over the building, warm and sweet like apple and cinnamon. Willow felt the difference as soon as she crossed the threshold of the spell -- the air seemed cleaner, purer. But she could also sense how much power was feeding the spell and she couldn't help but wonder about its source.

The car rumbled up the driveway behind them and parked as close as possible to the glass-fronted auditorium. Willow hesitated, then climbed the concrete steps leading up to the entrance, watched on either side by two armed men with wary eyes. But at a nod from Connor, they let her pass unchallenged. When they reached the top he pulled open the double front doors and gestured for her to enter.

The foyer was crowded, but not with people. Boxes and boxes were stacked against the walls, as well as a formidable supply of weapons in one corner. Several open boxes displayed water bottles and giant cans of peaches. Connor nudged her forward to allow the others to carry in the newly acquired supplies. She took the hint and moved to one of two open doorways leading off from the foyer.

Inside, the auditorium glowed with dozens of candles, creating a surprisingly cozy atmosphere. Mattresses and sleeping bags, most of them occupied, took up all the floor space except for a clear path leading to the stage at the far end. Thick red curtains hid the stage from view.

Low whispers and muted coughs echoed around the auditorium, but most people seemed to be asleep. Willow hung back, reluctant to disturb them. A cold shiver touched her heart as she wondered if this was it -- two, maybe three hundred survivors. Even if most of the city's population had fled, it was a chilling thought.

"Coming through." Buffy's low voice came from behind.

Willow turned and saw the guy with the dislocated shoulder -- Ben, she thought his name was -- trudging towards her, cradling his injured arm. Close behind him was Buffy, supporting the Japanese woman. Willow stepped aside, and not knowing what else to do, trailed them to the side of the stage. Ben went up the steps first and held back the drapes for Buffy, who had to practically lift the injured woman from step to step. When Willow reached the stage she let the curtain fall back behind her.

About twenty people lay on the stage, arrayed around a central table covered with candles, bandages and basic medical equipment. As the faint scent of stale blood wafted up her nose Willow realised this was a makeshift hospital. A man and woman approached to take charge of the new patients, but Willow's eyes were on a dark-haired woman crouched near a man with a bandaged head.

She glanced up at them, grinned and rose. "Well, look what the cat dragged in...and spat out again."

Buffy smoothed her dusty hair self-consciously. "Faith," she acknowledged. Willow just waved.

"It's about time you guys got here. What'd you do? Stop off at Disneyland?"

"Actually, we had to cross a little puddle called the Atlantic ocean," Buffy said, rolling her eyes.

"Oh yeah. I thought Willow could just beam you up or something," Faith said, swirling her fingers in the air.

"I could, but I wouldn't have been able to bring Buffy with me," Willow said absently, her attention captured by a familiar magical aura at the rear of the stage. In the gloom all she could make out were people-shaped lumps lying on the wooden surface. She drifted towards them, skirting the table in the centre of the stage.

"Willow," Faith said.

Willow heard the warning in Faith's voice but she ignored it, driven by avid curiosity. Her eyes adjusted to the murkiness and she knelt near three figures clustered close together. Their faces were indistinct but she could see long hair draped on their shoulders. They didn't stir as Willow studied them, trying to figure out why they seemed so familiar.

It hit her all at once. Furious, she twisted and bolted to her feet. Faith was standing right behind her.

"It was their choice, Willow."

"You should've stopped them."

"How?"

Willow opened her mouth and closed it again, stymied by Faith's simple question. The slayer was calm, too calm. Her very lack of emotion fed Willow's rage.

"You just...should have!"

Buffy scooped a candle off the table and brought it over, casting a soft glow over the three sleeping witches. "Will, take it easy. What's wrong?" She rested a hand on Willow's back.

Willow tried to answer, but her throat closed and she couldn't get the words out. Her heart was pounding wildly and she felt as if she was about to explode.

"This building is protected by a sanctuary spell," Faith said, her voice a monotone. She indicated the witches. "They created it."

"Well, that's good, isn't it?" Buffy said, looking from her sister slayer to her witchy friend.

"Except that it's killing them." Willow glared at Faith.

The candlelight flickered as Buffy's hand twitched. "What?"

"They're channelling their lifeforce into the spell, Buffy. All of it."

"I didn't know," Faith said, almost in a whisper. "I didn't know until it was too late." Her face spasmed, only for an instant, but it was enough to bring Willow to her senses. Her fury melted, if not her sorrow. And yet she couldn't look at Faith. After a moment Willow distanced herself from both slayers, turning her back on them. She stared at the curtains blanketing the stage. The heavy fabric resembled a shroud.

"Can you help them?" Buffy asked.

"There isn't enough of them left to save." Willow scrubbed her face with both hands. She wanted very much to find a quiet corner to cry, but this was no time to indulge herself. She swung back around. "I have to go to Wolfram & Hart. Now."

"Whoa." Buffy blinked. "What's with the big rush? It'll still be there tomorrow."

"Yeah, it will. But how long do you think this spell's going to last? We don't have time to just mosey on over there at our own convenience."

"We're not moseying," Buffy said in a firm voice. "But we've already had one near-death experience tonight and I think that's enough. We're not going back out there, not tonight."

Willow looked Buffy dead in the eye. "Who said anything about 'we'?"

Hurt flashed across Buffy's face. Willow felt a twinge of remorse, but it was overriden by an increasing sense of urgency. Buffy drew breath to speak, but Faith intervened.

"Buffy's right. You can't go back out until it's daylight."

Willow arched an eyebrow. "Oh, really?"

Faith sighed. "Don't make me go all sheriff on your ass, okay? Those guys out there do what I say, and if I tell them to shoot you in the leg, they'll do it, no questions asked."

Oh, great. Now they were ganging up on her. Willow was tempted to test Faith's authority, but she was painfully aware that she needed to conserve her energy. Still, she longed to transform Faith into a dung beetle.

Willow nibbled her lip, wondering if there was a back door out of the building. But one look at Faith's implacable face told her that even if there was, it would be covered. She straightened her back.

"Fine," Willow said, "but if the world ends while you're taking a nap, don't blame me!" She whirled and flounced to the side of the stage. Well, as much as she could flounce while being careful not to tread on anyone.

Buffy called her name, but Willow didn't look back.