Wow. I can't believe the response I got out of the first chapter of this fic. You guys, especially those of you on TtH are the best. Sorry about the delay. I would've had this out by Sunday if not for frigging hurricane frigging Ike.

For those of you who don't remember from last time, THIS IS A DARK FIC! You have been forewarned.

"Speech"

/Telepathy/

Thought

As usual I own nothing. Do not sue me as I have nothing worth taking.

XXXXX

A Hellsing on the Hellmouth

Dawn's return to consciousness was accompanied by a headache approximately the size of Rhode Island. A headache that was most emphatically not being helped by the coughing that reverberated around the small room. "Would you kindly cease that?" she ordered sharply, the pain in her head robbing her of what little tact she might have possessed after being possessed for the majority of the night.

Cordelia sucked in a short breath in surprise, but it was apparently too much to be hoped that she'd take the hint and shut up. "Oh my God, I thought the creepy Brit was going home!" the cheerleader began, working herself into a full-blown rant as she continued. "Great, now Buffy's kid sister is possessed by some English witch! Why does this always happen to me?"

Dawn tried to remain calm, she really did. For all of two seconds anyway. "You will cease talking, or I will have no recourse but to shoot you," she said with a glare at the vapid twit as the other's mouth dropped open in shock. Then what she'd said penetrated her headache-fogged brain. "Oh, God, Cordelia, I'm so sor-"

Cordelia rolled right over her attempted apology, never even noticing that the English accent had been replaced by a hundred percent California, "You're all a bunch of freaks!" she yelled as she ran out of the room and into the oncoming dawn.

"Lovely," Dawn said as she pressed her palms to her temples and clenched her eyes as another stab of pain ran through her head. She would have been quite content to remain that way in the quiet of an early morning until hear headache disappeared. Then she heard a soft sound that a part of her identified as the back door opening. A new part that was hard and unyielding as iron. The same part that had her pointing her new Beretta 93R at Giles as he stepped into the room seconds later.

Dawn quickly lowered the weapon while the middle-aged, sword-toting librarian stared at her in something approximating shock. "Dawn?" he asked and Dawn winced at the sound of is voice. Considering the amount of throbbing in her head, it was at least twice the volume she'd have found comfortable.

A feeling that was apparently shared by Xander, since his voice abruptly broke into the conversation, "Giles," he asked pleadingly, "could you possibly lower the decibel level? I'm in a catastrophic amount of pain."

"Good Lord!" the Librarian said, apparently unconsciously. He did, however, lower his voice to a level that didn't make her head feel like a hammered gong. "What happened here?" he continued urgently, "Have either of you seen Buffy or . . . or Willow?"

Despite her headache, Dawn grinned at her sister's mentor. His rapid-fire questions had nearly approached the speed of Willow-babble. However, it was when she turned to indicate her sister and her hacker friend's places at the other two points of the circle that she got her single largest surprise of the night. It wasn't something Dawn would have recognized, but the part of Dawn that had been Integra Hellsing had seen it before. Every time that Alucard decided to play with one of his opponents before he ripped its limbs off.

The puddles of black and red goop where Alu—where Buffy and Willow, she reminded herself with a wince, had been standing were the sort of thing that resulted from two Mideons taking enough damage to force them to abandon human form. Presumably the spell's backlash had taken even more of a toll on the Vampires than it had on her and Wal—Xander. It also, Dawn noted, meant that there was going to be a problem with telling Giles what had happened.

"They're right here. I presume that they'll pull themselves together as soon as they can." Dawn stated with assurance that she didn't quite feel. Integra had been certain that the ritual would leave them unharmed, but there was always a chance that mixing magics could have unanticipated results. And you're stalling. A voice seemed to whisper into the back of her mind from a half-remembered session with Walter after her father had died. You are a Hellsing. You carry a heavy burden on your shoulders, but you must never let that burden keep you from your duty. Dawn wanted to rail against the voice. She hadn't been born for this! She certainly hadn't asked for it. And now her Sister and her Sister's best friend were going to be stuck as blood-sucking, Anti-Christ Vampires for the rest of existence? Damnit! It wasn't fair!

Life isn't fair, she could almost hear Integra's voice say, If life was fair, my Father would not have died. My Uncle would have been a decent man.

Dawn ground her teeth, fighting back tears as she turned back to the Watcher who, beginning to grasp the significance of the piles at the southern points of the star, was staring at those selfsame masses of blood and dissolved tissue and apparently fighting shock. He turned back to Dawn just as Xander reached her, and Dawn grabbed her crush in a death grip, holding him like a life line as the tears that had threatened finally began to fall.

XXXXX

Giles listened to Dawn and Xander's recounting of the nights events with shock and not an insignificant amount of horror.

He'd failed. That's what it came down to in the end. It was his assurances that Halloween was a safe night; that nothing ever happened on Halloween that had been the only reason Buffy had been willing to countenance letting Dawn out of the house at night in Sunnydale. The only reason that she'd agreed to let her little sister choose their costumes if she'd won that silly bet. Now his Slayer was lost and it was his fault. No matter what Dawn thought, there was no bloodline of Vampire in the world that could rebuild itself from nothing more than a pile of- of parts like what was left of his charge and her friend.

No. More likely that the two spells had canceled each other, and something about the process had resulted in their bodies being so thoroughly and spectacularly destroyed.

/Do you have so little faith in me then Giles?/

And now he was going insane.

It wasn't an entirely unheard of phenomenon for a Watcher to go quite mad after his Slayer's death in much the same way that some Slayers simply 'lost it,' in the American parlance, if their Watcher died. He'd always assumed, when he allowed himself to consider the possibility of Buffy's death at all, that he'd be strong enough to survive her assuming that he didn't die beside her.

/Giles./

Interesting. He could almost hear the annoyance in her voice. He sighed before doing his best to block out the voice from his thoughts. He needed to get Dawn and Xander somewhere safe. It was still nearly two hours to sunrise, and the protections Ethan had raised around his shop had apparently died with him. Getting his two surviving children behind the protection of a threshold was his overriding responsibility now; he could go quietly insane once they were safe and the Council had been informed of-

"Giles!" An incredibly strong hand grabbed his shoulder and spun him around. "Not dead."

The figure looking at him with an expression caught between annoyance and humor couldn't possibly exist. He'd seen what the spell had left of Buffy and Willow, and it simply wasn't possible that anything could have rebuilt itself out of the mess the mystical backlash had created. "Buffy?" he asked in disbelief, but even as the words left his mouth, he wanted to call them back. The girl in front of him looked very similar, but there were obvious differences. The elongated canines visible as she smiled and her red eyes, for instance.

"Buffy!" Dawn said as she launched herself at her sister. Relief that her elder sister was up and moving again apparently overwhelming good sense since it was Dawn herself that had told him that Buffy and Willow had both dressed as vampires. Reacting as quickly as his aging joints allowed him, Giles pulled a crucifix out of his jacket and shoved it into the face of the demon pretending to be the young woman he had begun to consider a surrogate daughter. The only thing that he could do for her now was protect her former family from the demon that had killed her.

"Get back! I won't let you harm her," he growled dangerously as he pulled Dawn away from the surprised vampire. The vampire that looked at the cross he'd thrust at her face incredulously for a bare few seconds before dissolving into helpless giggles that rapidly escalated into full-blown laughter.

"Giles!" Dawn screeched from behind him, clearly incensed. "Stop threatening my sister this instant!" A lesser man might have been frightened by the madly laughing vampire or been distracted by the girl behind him, but Giles had decades of experience with the supernatural and he was neither intimidated nor sidetracked.

"Xander, over here if you please," he called to the young man. Costumed as an experienced hunter or not, the young man had admitted to being in pain, and the amount of discomfort he had evidenced could be enough to present a fatal flaw in the young man's ability to fight off a supernaturally powerful attacker. Best to present a unified front when the Vampire stopped laughing. A demon that wouldn't so much as slow down for an old man and a girl might hesitate when presented with three targets ready and able to resist, probably not for long, but maybe for long enough.

Except that Xander wasn't moving. "Come now, Alu—Buffy," the young man chided, "its not really that funny."

The vampire stopped laughing and Giles attempted to mentally prepare for the worst. If nothing else, he'd at least be sure to get Dawn out alive. Except that what he expected to occur, namely that the Vampire would go for Xander's throat, didn't happen.

"Indeed Wa—Xander," the vampire acknowledged as she turned back towards the cross Giles still held upraised in front of himself and Dawn, a scowl on her face, "quite frankly it's insulting."

And then she reached out and grabbed the cross from Giles' hand and inspected it for a moment before casually tossing it over her shoulder.

"Don't compare me to the demonic trash that clutters the sewers of this hellhole. I'm as far above them as you areabove a rat, Watcher Mine," she said the last with a grin that was so familiar that his chest ached with barely suppressed hope to see it. Even with black hair and red eyes there was a quality there that was inextricably a part of his charge; something that he was certain that no spell, no demon could fake.

"Buffy?"

And that set her off again.

"Buffy!" she spat and turned to glare at Dawn who had managed to edge back around Giles while he'd been distracted. "Buffy? What was our mother on when she named me? Acid? You get a perfectly normal name, and I get stuck with this monstrosity." She abruptly turned and glared at Xander, much to Giles' confusion. "Oh, don't you dare say that out loud!" Giles could only stare as his life drifted off into the Twilight Zone.

Or he could just be insane. At the moment, that thought was of considerable comfort to him, and the more he considered it, the more likely he believed it to be. Abruptly, he decided to enjoy this plesant delusion while it lasted; if he really was insane he'd doubtless experience worse in the near future. His attention was drawn back to the scene in front of him by a particularly loud exclamation from his (late?) charge.

"It's absurd! Buffy?! Why not simply tattoo 'Easy' on my forehead?" she growled with a sneer. "I absolutely refuse to acknowledge that name ever again!"

Xander rolled his eyes in something approaching exasperation. "Well, then, what do you want us to call you?"

"I'm considering 'Vampire-Bitch' myself," Dawn muttered and Buffy loosed a vicious-sounding growl in her direction before snapping back toward Xander at his suggestion of 'Dead-girl! That way they'll be a matched pair.'

"ENOUGH!" she roared, eyes blazing and canines doubled in length. Giles expected the situation to deteriorate to match some of his more interesting nightmares, but Xander and Dawn didn't even bother to back away from the infuriated vampire, who, displaying the mercurial nature that, had he only known, Xander and Dawn were now quite familiar with sprouted a grin far too wide for a human face. "It appears that Se—Willow is about to rejoin us, and since she seems to be having rather more difficulty than I did, it behooves us to settle this little argument hastily. 'Lilith', I believe, will not be too onerous a name to answer to."

Under other circumstances, Giles might have been surprised that his charge had adopted the name of the Mother of Demons; since this was a delusion, however, he didn't think he'd be terribly surprised by anything.

Which, perhaps inevitably, was when Willow started reforming herself out of the bits and pieces that were still scattered all over the floor.

XXXXX

Willow woke, confused, to a dark, soundless, nothing. For several moments, she couldn't remember where she was or how she got there. Not home in bed. She concluded swiftly, which immediately left her envisioning her worst nightmare. She reached out fearfully trying to find the sides of the coffin or the little refrigerated box in the morgue before she realized that she couldn't control her arms. In fact, she couldn't even feel her arms.

Or her legs.

Or anything else.

Drugged. I've been drugged. I went to the Bronze and got drugged by some freaky psycho-person. But that felt wrong somehow.

Not the Bronze, She remembered, It was Halloween and we were watching out for a bunch of the Elementary School kids and I was dressed as Seras Victoria- her thought process shudderedto a halt as images of the night snapped into her mind's eye: finding herself and a much younger Walter suddenly torn away from London, seeing the weird cat-girl that Walter had saved, tearing out Ethan, the costume shop owner's, throat, the taste of his blood, the feel of it sliding down her throat.

If she'd been able to feel her body, she'd probably have been violently ill. She forced herself to not think about it, locking it away in the same place she stuffed all of the other memories she didn't want to think about, didn't want to remember: Her parents going away to a conference the day before her eleventh birthday, not understanding why their daughter was so upset, being ridiculed by Cordelia and her sheep for wearing the dress her mother had bought for her, yet another gift mailed to her from overseas for Hanukah, seeing her parents killed by gang members and her mother raped, watching as her unit was torn apart by ghouls at Cheddar.

God, what's happening to me?

/That should be obvious, little Tree/ a voice interjected. Had she been capable of it, Willow would have gasped in shock. There was simply no way that could be who she thought it was. /Oh? And why not? Come now, Willow, I was lead to believe that you were smarter than this./ The androgynous mental voice prodded in a sarcastic tone that registered in a purely visceral manner.

And where gentle chiding would have failed, a blow to her pride worked wonders.

Master! and that had come out on pure reflex straight from Seras, but where the Police Girl of Hellsing would have been embarrassed, and Willow mortified to have used the term in the first place, the amalgam of both was something approaching furious. Fine, what the hell am I supposed to do? I don't know what happened!

There was a mental silence for several moments, and just when Willow-Seras was getting panicky, the familiar and yet wholly different voice returned. /I apologize, Willow. I am having some small difficulty remembering things at the moment. Everything is . . . jumbled./ The voice—mixed voices?—faded out for a moment, and Willow, with a moment to think identified who was speaking to her. The voice could only be Alucard. He was the only one she—Seras she corrected—knew of who had the ability, but with the spell ended and Alucard vanished Buffy's voice was mixed in.

But if I'm still thinking like Seras, remembering things Seras saw . . . does that mean that Buffy's dealing with Alucard's memories? That was a sobering thought. Alucard didn't open up to h—Seras damn it!—about what he had gone through, but she'd read what was available in the Manor's library. What would it be like to have centuries of memory shoved into one's head instead of a couple decades?

The sound of the voice, when it returned, would have made her jump, had she been able to feel her body. /I forget sometimes just how young Seras is. Was . . . whatever. She never had to reform her body after it took catastrophic damage, and I suppose that I shouldn't expect someone who has been True Nosferatu for less than two hours, no matter how many months their memories say they have walked the night, to have figured the trick out in the interim./

Definitely Buffy's influence there, Willow decided. Alucard had never allowed himself to come across as sentimental. Thank you very much, Master. Now what do I need to do?

/First, can the 'Master' thing. You are True Nosferatu now, unbound by my will. Call me Lilith. I shall certainly assist you, but from the time Seras sucked the blood of that idiot Frenchman she became master of her own fate. As for reforming your body, you simply need to envision yourself as you should be and will your assorted pieces back together. So easy even you can manage it, Willow dear./

And even though she knew that Al—Bu—Lilith was teasing her, she couldn't help but rise to the bait. And she would have done it just as easily as she remembered Alucard doing it. Except that she was having envisioning problems. Images of Willow-her conflicting with memories of Seras-her and fouling the whole thing up. Each time she got close to finally forming an accurate mental picture of herself, some detail from Seras slipped in.

/Having trouble?/

Yes, Ma—Alu . . .Lilith.

/Oh? And what seems to be the problem?/ If she'd been unsure whether her Ma—damnit, Buffy, Lilith, whoever!—had anticipated the problem the sheer delight she heard in his/her/its mental voice settled the matter.

I can't get a clear picture of myself. I keep mixing up who I am and who Seras is . . . was . . . whichever! Trying to decide which word to use when was starting to drive her up the walls.

Her instructor's voice was very matter of fact. /So? Make a compromise then. I have black hair now. Though you might want to try and blend the parts together so that everything's more or less proportional. Looking like a bad copy of Frankenstein's Bride would simply be tasteless./

When she got out of wherever-the-hell she was and back into a rational universe where she had arms she was going to strangle the new Lilith-Buffy, no matter if it was the last thing she ever managed to do.

/Ah! I see my motivational strategy is paying dividends already./

No, death was too good for her supposed best female friend. She was going to practice Vlad's favored method of execution until she was better at it than the old bat could ever have dreamed of being, and she was going to use Lilith for practice.

/Ah, but to do that you have to have a body, don't you?/

The image came together in her mind without conscious thought. Which was convenient, since she wasn't capable of anything even resembling rational thought at that point in time. And she had more than enough willpower to force her recalcitrant body to comply.

XXXXX

Xander turned around just in time to see all the Vampire-pieces scattered across the shop turn to liquid and flow together into a form that was at least similar to his Willow. A more bosom-y far, far more naked version of the Willow he was familiar with. Reacting instinctively, he snapped his eyes from his best friend's chest up to her face.

He'd expected red hair like Willow had had ever since he'd known her; instead, he saw what appeared to be a fresh-from-the-salon layered style that would've matched or bettered anyone in Cordelia's crowd, the shoulder-length hair fading from the usual red at the roots to strawberry-blonde at the tips. Xander had definite issues about acting like an idiot in front of girls in general, and pretty girls in particular, issues that he had only just realized applied to Willow. Xander might have been looking at his best friend, he might have had a stuffy old British guy shoved in his head, and he certainly had a bit of a Paladin complex.

He was also, however, a teenaged boy, and he couldn't quite suppress a quick glance to see if the carpet matched the drapes. When he realized that the designer had apparently decided that carpet was soooooo last year his brain decided to lock up tighter than Fort Knox.

The very small part of his brain that was still functional was abruptly very glad that Giles had decided to pass out from shock before Willow's new body manifested.

XXXXX

Willow opened her eyes to see Xander staring at her like a poleaxed steer. Surely he remembered enough of being Walter to have seen Alucard pull himself together after a fight? Willow tried to put her hands in her pockets, in the process hunching her shoulders forward and doing interesting things to her cleavage. That was, inevitably when she realized that she didn't have pockets.

Willow whirled to face the grinning figure of the only other True Nosferatu on the planet, her face a picture of indignation and fury. Everyone within three blocks heard her shout of outrage and fury, delivered in a mix of California, USA and middle class England, "YOU GODDAMN BLOODY GREAT PILLOCK!"

Sunnydale being Sunnydale everyone ignored the insane laughter and gunfire that followed.

XXXXX

As always, please review, it is, after all, the coin of the realm.

And that's it! I'm going back to bed.