All characters, settings, and pretty much everything but the plot belongs to Joss. If you have any questions regarding ownership of any of the intellectual property that follows, or you just have any questions about my story, e-mail me.

Chapter 1: The Old Ones

Spring, 1999

The light from the computer reflected off of Willow's face in moving shapes as she read. She lay on her bed on her stomach. Occasionally she pushed back tendrils of hair that carelessly fell across her face. She had been reading for a few hours now, ever since she got home from a long night of, well, reading in the library with the scoobies. She hadn't been researching for a while now, at least not what she had been researching earlier. She was just reading for fun now. Ever since she had discovered it, she had been interested in the world of demons and magic, but lately it had become more of an obsession. During times when she wasn't doing schoolwork or official research, or the occasional patrol, she pored over the ancient tomes in Giles' collection, or scoured the web for information. In the short time that she had been practicing Wicca she had gained power very quickly, and had no qualms about it. Maybe it was a need to gain enough power to be able to be of genuine help to Buffy in the field, or maybe it was just that she'd found something that she had a real passion for, but Arcana had become somewhat of an obsession for her lately.

She continued to read, even as her eyes grew more and more tired. She tried to press on, but eventually fell asleep in front of her computer. When she awoke the next day, she didn't recognize the text displayed on her computer. She thought that she must've been so tired that she hadn't absorbed the last things that she read before passing out. She rubbed her eyes and began reading.

"The Old Ones?" she rhetorically asked her empty room. She continued to read about the so-called "Old Ones". She discovered that they were the ancient demons, the true demons, which existed before what humanity called the beginning. Greatly powerful and constantly warring, the Old Ones had been gone from this dimension for uncountable eons.

Willow stopped reading for a second to check the time. "Shit!" she exclaimed under her breath as she turned off her computer and hastily readied herself for school. By her third period, she had completely forgotten what she had read that morning.

Sunnydale – winter, 2002

The gang sat around a few tables in the Magic Box. Tara sat reading something for a class with Willow snuggled up against her shoulder. Dawn sat next to them occasionally glancing to them from some homework she was pretending to work on. Opposite them sat Xander and Anya, who had been arguing about something earlier, but were now smiling and chatting quietly. Buffy leaned casually on the counter. She looked around emotionlessly at her friends, her family. Casually, her eyes moved to the door. The sun had just set. She could see a dark figure in a long black coat down the street. Spike. Something fluttered a little in her stomach, and she looked quickly to her friends.

"Sun's down. Duty calls."

Several lazy uh huh's came from the table. "Dawn?" Dawn looked up excitedly. "Make sure you finish your homework." Dawn sighed and sunk back into her seat. Buffy moved toward the door, and before she could reach for the door, Willow spoke up.

"Buffy? Be careful out there." Buffy looked back and gave a quick smile to her friend before exiting the building.

It had only been fifteen minutes before she found herself walking towards Spike's crypt.

"You're not even trying anymore luv" came the familiar voice from behind her. She rolled her eyes and turned around. Spike was standing a few feet away, cocky as ever.

"Trying what, exactly?"

"Trying to pretend that our meetings are coincidence." Buffy smiled for a second before she put her guard back up.

"You know I wouldn't come here if I didn't have an incredibly pressing reason." Spike walked up to her and slowly moved her up against the wall of his crypt. He pressed his body up against hers slowly and sensually. He looked into her eyes and watched her try feebly to hide her enjoyment.

"And what was that 'pressing' reason, luv?" he asked smugly. He kissed her, and she pressed back hard. He picked her up and blindly carried her through the door of his crypt, kicking the door shut behind him.

Back at the magic box Dawn had stopped pretending that she was working, and instead was playing a game with Willow. Tara continued to do what work she had, while Xander and Anya were quietly fighting again. The ring of the phone broke the silence. Everyone looked up to the phone, and then to Anya, who hadn't seemed to notice. She looked up quizzically, but no one spoke. The phone rang again.

"Oh!" she said, and to up to answer the phone. "Thank you for calling the Magic Box, where the only thing more amazing than magic are the prices!" she said enthusiastically. Dawn snorted. "Oh, hi Giles" she sighed. "Um, no, Buffy is out patrolling. Oh… Okay…" Anya hastily grabbed a pen and a loose sheet of paper. "Yeah, got it." Dawn looked at Anya, pleading for the phone. "Okay. We'll check back later. Okay. Bye." She hung up the phone.

"Hey!" Dawn looked angrily at Anya.

"Sorry Dawn. He was in a hurry." Dawn pouted. Xander looked up and noticed that Anya looked different, as if she was ill. It was the same look that she had seen in her when they spoke before the mayor's ascension. She was terrified of something.

"Guys," she started, "we have a serious problem."

More than five thousand miles away, Rupert Giles sighed as he removed his glasses and wearily wiped them with the small handkerchief he carried for just that purpose. His mind was overloaded with the meaning of what he had discovered that day. He had been spending his days pouring over the mass amounts of ancient tomes he kept in his small country residence in England. He had found something particularly troubling a few days before in Gerard's Grimoire, one of the many journals kept by wizards and prophets holding information about the past, the future, the workings of magic, and whatever else the author deemed fit to pass on. Some sought to change the outcome of things they foresaw by leaving the information for the discovery by those who would stop it, and other left instructions on how to aid such prophecies. Whatever the cause for the existence of these volumes, they were great sources of knowledge, and entirely necessary for the work of Rupert Giles.

In his translation of Gerard's Grimoire, he had come across a passage mentioning the coming of an "Old One". He had known for quite some time of the existence of these so-called Old Ones, but he had been under the impression that they had all either left this dimension or had been trapped for eternity. He thought to himself that he should know better than to believe something so stupid as "trapped for eternity". Through very rough translation he uncovered the prediction of the coming of an old one to this dimension and it's interaction with a slayer being pivotal to the future of earth. He also found a piece about the awakening of the devourer, the nickname given to the old one in question. This was the passage that had given Giles the most to worry about. It had foretold that the awakening would come in the first winter of the slayer's rebirth. At first Giles was in a fit because it seemed that the world had, did, and always would revolve around Buffy. It did seem that every prophecy he uncovered was about her, but as he thought about it, he had to admit that his slayer was anything but ordinary. She had always succeeded where others had failed. She was the first slayer to live to see a new slayer arise. She had died twice. She had been brought back most unnaturally from what even she had intended to be her eternal rest. Of course there were so many prophecies concerning her. She was unique.

And now there was an Old One, an ancient demon from before time itself who had spread chaos and destruction everywhere it went for millennia, after his slayer. It could already be there. All he could do is hope that they could figure out some way to stop it.

"I've heard of Old Ones!" Willow said enthusiastically. "They were the ancient pure demons that walked this plane before time itself!" Tara smiled at her.

"As helpful as that is, we're still in big trouble." Anya said matter-of-factly. Willow sank back into her seat. "Yes. It's old and powerful, and we don't know if we can kill it. And it's after Buffy. Now, if you have a suggestion that's worthwhile, by all means go ahead and tell everyone."

"Why don't we call—" Dawn started, but Willow cut her off.

"Ooh! I've been working on a spell to locate demons that might be able to help us find this thing!"

"And when we find it we can go and let it tear us to little pieces." Anya retorted.

"We could—" Dawn tried again.

"Is leaving town an option?" Xander asked, mock-seriously.

"I'm with you. I don't want to find out what we're up against." Anya stated, actually seriously.

"But, Buf—" Dawn was interrupted again.

"You guys, we're in a magic shop! I'm sure there's something Tara and I could do to—"

"Are you guys going to pay for what you—"

"Why don't we—"

"Ahn, honey, remember what we talked about—"

"We're getting nowhere here," Willow cut in. "I'm calling Buffy." Dawn sighed heavily, rolled her eyes as hard as she could, and sank back into her seat.

"Sorry about the lamp." Buffy said as she looked across the room at the broken pieces of a lamp that had been hastily pushed aside in a heated moment. She sighed and rolled over to face Spike who was smirking.

"No worries luv."

They laid next to each other on the floor next to Spike's bed in a mess of blankets and pillows. Buffy was staring at the ceiling, and Spike was content to just lie next to her and wonder what she was thinking. He stared at her, and smiled a real, genuine smile.

"You're amazing", he said distantly, stroking her hair gently. She looked back to him and smiled. He leaned in to kiss her and she inched forward to meet him. Too preoccupied to notice her cell phone ringing, Buffy let herself melt into Spike's embrace.

"She's not answering", Willow sighed. "Do you think…?", she looked at Tara with pleading eyes.

"No", Tara responded reassuringly. "No way."

"So what now?" Anya chimed in.

"I say we load up on swords and crossbows, and go take care of this", came Xander's pitch. "I mean, its only one demon, right? We've got two Wicca girls and we can…"

"No Xander." Anya cut in. "Its more complicated than that."

"I know. But if we can't get Buffy, we need go out and at least try to keep things under control."

"But Buffy is already out there making sure things are under control," she protested.

"She doesn't know what she's up against though."

"Neither do you!" Anya shouted. Xander was about to shout back, but stopped himself for a moment.

"Maybe not. But I do know that if Buffy runs into this thing she's going to need backup."

"He's right," Willow stated as she looked to Tara for support. She smiled shyly and nodded.

"Well, lets go!" Dawn said casually.

"This is serious Dawnie, you really shouldn't come on this one" Tara said sympathetically.

"Besides, if we take you, Buffy would kill what's left of us after the demon gets done." Xander said.

"That's not funny." Anya glared at him.

"Okay," Willow started. "We'll drop off Dawn and pick up some weapons, and head out." Everyone murmured their agreement, and they packed up their stuff and headed out.