A/N: So keep in mind that I'm not writing canon. I'm aware Spike doesn't get his chip removed until the potentials are around and the First is fucking with him, but I'm not going down that route. I'm doing my own thing and mixing things up. I also know Riley isn't in the episode he gets it removed but he's in this chapter. I just don't want anyone commenting about how this isn't how it went down. It's happened to me before despite saying I'm not writing canon and there's AU elements. Things like Tara doesn't die so Willow doesn't go dark and stuff. I'm going my own way with this story.

-

Kat sat at the dining table munching on some waffles as Spike warmed up a mug of blood in the microwave. She was still in her pyjamas, not showered or dressed for work yet as she ate breakfast. Spike had recently bought a waffle maker and he'd been enjoying making them. They apparently tasted great with blood on them. She couldn't complain. Waffles for breakfast everyday was great. Spike grabbed the mug from the microwave but before he could lift it to his mouth, it fell to the floor, shattering, and he cried out in pain and clutched his head.

"Spike?!" she jumped out of her chair and rushed over to him.

"What's happening?" she asked worriedly, her hands hovering near him as she tried to assess what was going on.

"The chip," he bit out, rubbing his head. The pain seemed to ease off as he blinked rapidly, straightening up.

"It went off?" she asked with a confused frown. He nodded, looking dazed.

"Well, that's not good," she muttered as she looked at him worriedly.

"It's fine. Might be that hit to the head last night." he murmured, looking at the blood splattered all over the floor despondently. The night before, the gang had taken out a nest of vampires and Spike had taken quite the hit in the head with a wooden beam. It wasn't too far-fetched to think it could have messed with the chip a bit and she hoped that's all it was and that it would be fine.

After making sure he was okay, she went off to shower. She had offered to stay home from work but Spike had assured her he was fine. She was just about to get out of the shower when she heard him screaming and a loud thud. She dived out of the shower, slipping a little as she did. She didn't bother with a towel as she fled the room and ran downstairs to the living room. Spike was on the floor groaning as he held his head.

"Spike," she murmured fretfully as she ran to him and dropped to her knees. He stopped his pained moans and she took his face in her hands as she looked at him.

"Are you okay?" she asked. He blinked at her slowly for a moment and she frowned.

"I don't think this is just the hit to the head. Somethings happening with the chip," she mumbled.

"Seems to be misfirin' a mite," he replied with a sardonic smile.

"I'll call in work," she said softly as she stroked his face. His hand came to rest over hers as he shook his head.

"No need, I'll be fine," he replied. She raised a brow at him.

"You're not fine," she huffed.

"Not much you can do about it unless you wanna go diggin' in my brain to get it out. I'll just rest a bit, I'm sure I'll be fine," he said firmly. She hated feeling so useless, not being able to help him. She hated him being in pain. But he was right. She couldn't do anything about it but she knew someone who could. Something was happening with the chip and she wanted to talk to the others.

She'd helped him get to bed and gave him a fresh mug of blood on the bedside table. It took Spike 15 minutes to convince her to actually leave. She didn't want to leave him like this but he was adamant she left. And since she needed to talk to the others about it anyway, she relented in the end. When she got to the Magic Box, she was thrumming with anxious energy.

"I'm worried about Spike," she blurted as soon as she burst through the door. Everyone was already there since it was the weekend and they turned to look at her.

"He's a big boy, I'm sure he can take care of himself," Xander smirked. She shot him a look as she walked over to the table where everyone was seated.

"What's wrong?" Buffy asked softly.

"His chip is misfiring. It's been going off for no reason and it's bad. Somethings not right," Kat murmured with a deep frown.

"Oh, great. His chip isn't working right. Guess it's gonna be an all you can eat buffet soon," Xander huffed.

"I swear to god, I will throttle you. This isn't the time for petty drama or bullshit. You don't like him? Fine. But I love him and something is seriously wrong!" Kat snapped harshly. Xander looked genuinely shocked at her outburst and had the good grace to look a little guilty.

"I wonder…" Giles murmured, taking off his glasses as he cleaned them.

"What?" Kat asked desperately. If anyone might know something, it was Giles. He frowned to himself before giving her a pitying look.

"We don't quite know how long the chip's are supposed to last. What their shelf life is, if you'd like. It could be that… that it's run its course. It did what it was supposed to do and now…" he trailed off, cleaning his glasses even more frantically.

"Spit it out, Giles," Kat pleaded. He gave her another pitying look.

"The chip's were a trial, to see if they worked to use on demons. It's possible that after a certain amount of time, they stop working and the demon it's in… perishes," he finished quietly. Kat blinked at him slowly for a moment as the words sunk into her brain.

"Are you saying he might die?" she asked carefully, her chest suddenly feeling incredibly tight.

"I don't know. It's a possibility. We don't really know what the Initiatives goals were. If we had more information, we might be able to figure out just what's going on with the chip," he replied thoughtfully. Kat clenched her fists so tightly she could feel her nails digging into the palms on her hands.

"Call Riley," she demanded, now looking at Buffy. She looked surprised for a moment before she nodded tensely. Kat knew Buffy didn't want to and she felt bad getting her to drag up past bullshit, but this was Spike on the line. Kat watched as Buffy called a number on the store's phone. There was talk about a flower shop and Buffy being confused about special ops stuff, but the end result was that Riley wasn't there to take calls and it really was a flower shop. Kat was pissed. The number he'd given her cousin wasn't even a real one and they were all up shit creek without a paddle.

"I'm gonna go check on Spike. I don't know if there's anything you guys can find out, but please…" she trailed off.

"Don't worry, we got it," Willow said with a sad smile. Buffy came over and squeezed her hand.

"I'll let you know if we find anything," she murmured. Kat nodded before setting back off home. She didn't like the idea of leaving Spike alone when he was like this but she felt like shit that she was going back to him with no more answers than she'd left with. She could hear his screaming before she even opened the front door and she was shocked no one had called the cops. He sounded like he was being murdered. She burst through the door and up the stairs. He was writhing on the bed, blood pouring from his nose.

"Oh my God," she whimpered, running over to him.

"Spike?" she rested her hands over his as they clutched his head as he continued to scream. She felt utterly helpless. After a moment, his body sagged and he stopped screaming.

"It's getting worse isn't it?" she asked, grabbing some tissue from her pocket and wiping his nose with it.

"Yeah," he admitted, his voice hoarse from all the screaming.

"I… I don't know what to do. Giles thinks the chip is malfunctioning. That it could kill you. And Riley gave Buffy a fake number so I can't even get him to help," she muttered tearfully.

"S'alright, pet. Maybe I wasn't supposed to last this long," he murmured softly.

"Don't even say that. There has to be something we can do. I'm not losing you, it's not even an option," she said firmly, giving him a look. He watched her for a moment, bringing his hand to stroke her cheek.

"Back at the Initiative, when my chip would go off and bugger up my head, they'd dope me up with somethin' and it would all be right as rain again. Maybe there's something there," he suggested tiredly. She nodded rapidly as her brain was going off in all directions trying to figure out a plan. It would help with the pain which was great, but if Giles' theory was correct, it didn't help so much with the main issue. Spike dying.

"Maybe they have files there too. Stuff about the chip," she murmured. There had to be something there. Anything that could help with this.

"I'll get Buffy and we'll go-" she started, only to be interrupted by Spike.

"Not a chance," he huffed weakly.

"I'm not sending her alone, we don't know what it's like in there now," she squinted. She didn't care about his need to protect her, she was going and that was that.

"Exactly. We don't know what's lurkin' around in there. Not havin' you swannin' off and wind up hurt or bloody dead," he shot her a scowl.

"I'm going," she said firmly.

"Then so am I," he replied with a quirked brow. His little headache must have eased off since he was being such a smartass.

"You need to stay here," she sighed, wiping a hand down her face.

"I come with or you don't go," he muttered in contempt. She rolled her eyes and shook her head. It wasn't a good idea but she needed to go and that was it.

"Fine," she relented unhappily.

Not long after, Kat, Spike and Buffy were on their way to the secret entrance of the Initiative. It was dark and they all held flashlights as they moved through the grass. When they got to where Spike knew the trap door was, he knelt down and started to scoop out the dirt. Buffy glanced at him and then to Kat with a worried look on her face.

"Are we sure this is a good idea? I mean, I could go in alone," she suggested for the millionth time. She'd been worried about Spike getting zapped by his chip down there or something happening to Kat.

"No," both Spike and Kat muttered at the same time.

"Alrighty then," Buffy murmured with a sigh. Spike yanked the chain and the trap door opened. It was really dark inside and Kat swallowed thickly, readying her flashlight. They all went inside, Spike helping Kat down. He gave her a meaningful look and she knew he really wasn't happy with her being down here.

"Let's get looking," she huffed, moving further into the complex. She moved her flashlight around and stopped dead when she noticed shrivelled looking demons all over the place.

"They left them here," Buffy murmured with a frown.

"Starvation woulda got to them," Spike added as he glanced around. Buffy took the lead as they all walked through, dodging the bodies as they went. Kat had a bad feeling. That sense of foreboding that always seemed to be spot on, but she ignored it. They were already here now and she didn't want to turn back and run. Not when Spike needed help and this was their only option.

"We go through there for the meds," Spike said quietly as he gestured to a large metal door. Buffy nodded and moved to open it. It creaked loudly and Kat winced, looking around frantically with her flash light.

She tensed when she heard movement as they got through the door.

"You hear that?" Spike asked tensely, glancing around.

"Yeah. You think something survived?" Buffy asked, straightening up like she was ready for a fight. It was far too dark in here even with the flashlights and Kat didn't like it. She could barely see. She yelped when a gross looking demon appeared out of nowhere and dove at Buffy. She went into fighting mode, trying to kick its ass even in the dark. Kat tried to use her flashlight to help Buffy see but then Buffy was on the floor.

"Buff!" Kat yelled, moving to her cousin but suddenly she was tossed aside and hit the floor with a groan. She didn't think anything was broken but she ached and her head hurt.

Her head was spinning as she tried to get up and saw Spike fighting with the demon. He cried out, clutching his head before the demon knocked him over. Spike looked passed out and Kat struggled to get to her feet as the demon dragged him through a door. Buffy grabbed something that looked like a shovel and started beating the holy hell out of the demon as Kat managed to find her feet and rushed to Spike. He was laying on the floor looking dazed.

"Are you okay?" She asked hurriedly, crouching beside him.

"I'm fine, pet," he murmured. She didn't believe him. She glanced over her shoulder just in time to see Buffy kill the demon and Kat felt relief flood her body. They needed to find something and fast.

"You hanging in there?" Buffy asked Spike as she came over. Before he could answer, all the lights in the room came on and Kat winced, blinking rapidly to gain her vision back. When she could see again, she saw a bunch of army guys aiming guns at them.

"Miss Summers. I was told you need our help," a man said, waving his hands and getting the others to put their guns down.

"I knew it," Buffy murmured with a scoff. Her mouth clamped shut when the man moved out of the way and Riley stood next to him.

"Riley," Buffy breathed softly. So the number wasn't a flower shop then. She was relieved they'd turned up but she was wary about if they'd help or not. Riley really had it out for Spike last time he was here.

Riley came down the stairs and both Buffy and Kat stood up.

"Buffy… Kat," he murmured, giving Buffy a longing look before he gave Kat a nod.

"What's wrong with him?" Kat asked tensely, gesturing to Spike still lying on the floor looking kind of out of it. Riley gave her a weird look before he rolled his shoulder.

"The chip was programmed to only work for so long. After its use, it's programmed to kill the host," he explained like he was talking about the weather. Kat blinked dumbly at him for a moment.

"You need to help him," she demanded roughly. He seemed to ignore her though as he focused on Buffy.

"I'm leaving everything relating to Hostile 17 up to you. If we keep the chip in, he dies. If we remove it, others might die. The choice is yours," he muttered to Buffy. Kat felt red hot rage prickle through her entire being.

"There is no choice. You're gonna remove the goddamn chip or I'll shove my foot so far up your ass, you'll taste it," she hissed, taking a menacing step closer to Riley. He looked pissed at her attitude and squared his shoulders. They'd never really gotten on when he was here before. She wasn't too happy how he treated Buffy and she'd let him know plenty of times.

"It's not up to you, it's up to Buffy," he huffed. She opened her mouth ready to hurl some insults his way, but Buffy grabbed her arm and moved her away.

"Can I talk to you?" Buffy asked, giving her a pointed look. Kat pursed her lips and nodded stiffly. Riley sensing they needed a moment, stepped away.

"I need to ask you something and you need to answer honestly," Buffy said seriously.

"Okay," Kat shrugged, anxious to get this over with so they could fix Spike.

"Do you think he'll hurt someone without his chip?" Buffy asked softly.

"No," Kat replied with no hesitation. She knew he wouldn't. Not only did he have a soul now but he'd proved to them all time and time again he'd changed. She wholeheartedly believed he was a good man. Buffy gave her a long look before nodding.

"Remove it," she demanded loudly so Riley could hear. He looked a little shocked and a bit disappointed and Kat had to resist the urge to kick him in his teeth.

"You heard the lady," he called out, getting his men to go down the steps and start prepping everything.

Kat watched on anxiously as they worked to remove the chip. Spike ended up passing out before they removed it after it zapped him a little too hard. She hovered by the table after it was removed, Buffy talking to Riley. When Spike's eyes fluttered open, she felt the crushing weight leaving her body.

"Hey," she smiled, taking his hand in both of hers.

"Hey," he replied, giving her a weak smile.

"You're chip free," she smirked, squeezing his hand a little.

"Heard what you said… when the Slayer asked you," he murmured, his blue eyes looking at her with warmth.

"I told you. You're a good man. I'll always believe in you," she admitted with a shrug. His lips tugged into a tired smile.

"I love you," he said softly.

"I love you too," she replied earnestly. She had no doubts at all about the chip removal. She did what needed to be done. There was no way in hell she was letting Spike die. That was never an option.