A/N: I know it's moving pretty slowly so far, but hopefully this chapter is a little more action packed. The chapters will be getting a little longer after this point, so hopefully that's a plus. Don't forget to review! I'm really curious to know what you awesome readers think! And without further ado, I give you chapter 3.

Disclaimer: (see chapter 2.)

Chapter 3 - Willow Trees.

Buffy sighed as she closed the door to Willow's room. It had been nearly half an hour since the accident with the window, but still Willow refused to leave her bedroom.

"How is she?" Buffy jumped and quickly spun around before letting out a relieved sigh.

"God, Xander. I didn't even hear you come down the hall."

"Sorry, just worried about her." Buffy put a comforting hand on her friend's shoulder.

"She'll be okay. You know how she is when she gets really freaked out. Remember when we took her to see the midnight showing of 'Frogs?' She wouldn't leave her house for a week!" Xander smiled nostalgically. "How's Anya doing?"

"Okay. She's taking a nap right now." He glanced down the hall, making sure nobody -namely Riley- was listening. Lowering his voice, he said, "She told me something, Buff. Something bad. She's heard of the Necronomicon and she thought it was just a myth...that is, until tonight. I guess it's suppose to be this really powerful, evil book or something. It brings the dead to life, and raises evil, demonic spirits. Do you think Willow would know any protection spells we could use? Maybe just for tonight until we can leave tomorrow?"

"I don't know. I'd ask her, but she's really freaked out, Xand. It's really serious." He sighed, running his hand through his short, dark hair.

"Okay. I don't know about what everyone else thinks, but my vote is we leave tomorrow. The earlier the better. There's something weird going on, and I really don't want to stick around to find out what it is."

"I'll talk to Riley, but I agree. We should really get out of here." They stood quietly in the hall, listening to the sounds of crickets outside and the ticking of the clock out in the main room. Somewhere, off in the distance, thunder rumbled.

"Get some sleep, Buffy."

"You too. See you in the morning." Xander nodded and went back into the room he and Anya shared while Buffy went down the hall to her and Riley's room.

Willow sat on her bed, dressed in her over sized t-shirt and short black shorts. She could hear Buffy and Xander out in the hall, talking in hushed tones. She knew they were talking about her, but she had also heard something about the book. Something Xander knew. Taking a shaky breath, Willow reached into her backpack and pulled out her notebook. She knew they would need a protection spell, and she had already thought ahead. The only problem was she hadn't had a chance to make it work. As soon as they had settled into their rooms earlier, before dinner, she was writing in her notebook when suddenly it felt like some force took over her hand.

Using her like a puppet, it forced her to draw what looked like a strange, square shaped face. At the time, she had no idea what it meant, and was too afraid of ruining the fun evening by mentioning it to the rest of the group. However, after seeing the book Xander had found in the basement, she knew something else was at work and they needed that protection spell more than ever.

A sudden knock against her window pulled her from her thoughts. Slowly she got to her feet, walking over to the window and looked outside. All she could see was the outline of the woods, blanketed by darkness. There wasn't a living creature in sight. Still feeling a little jumpy, Willow closed her notebook and put it back in her bag. With her pencil in hand, holding it like a stake, she walked out into the main room of the cabin. The lights were on, but no one was in the room. In the corner, the cellar door was wide open.

"I thought the boys had closed this after they came up," she muttered, walking over to the door.

"Xander? Riley? Buffy? Anybody down there?" Willow stared into the darkness, nervously twisting the pencil in her hands. "Guys, can you hear me?"

"Join us," a voice hissed up at her. "Join us!"

"Guys, seriously, this is not funny! I'm having a major wiggens up here!" There was a sudden bang that came deep within the cellar. It continued, each time sounding closer and closer, until it was at the bottom of the steps.

"Join us," the voice screamed one last time. At that moment, Willow didn't care whether her friends were coming with her or not. She was getting the hell out of Dodge! The pencil slid out from her hands as she ran to the front door, throwing it open and running outside. The battered up Buick was parked to the side of the cabin, but with no key or proper spell to get it started, it was useless to her. The only way she would be able to leave was by foot. Taking a finally glance back at the cabin, she began her way through the thick woods.

"Help! Somebody! Buffy! Xander!"

"Eh...five more minutes."

"Help!" Stirring awake, Xander sat up in bed. Anya was peacefully sleeping at his side. He rubbed his eyes, wondering if he was just having another one of those "hero dreams" again.

"Xander!" He opened his eyes wide.

"Willow?!" Jumping over Anya, he ran out of the room and into his best friend's room. Her bed was made, her bags were still in their places, but the red headed Wiccan was gone. There was a loud, blood curtling scream and he ran back out into the hall, almost smack dab into Buffy.

"Who is that?!"

"Willow!" Frantic, heavy poundings came on the front door, and the two quickly ran down the hall and to the main room, Riley and Anya close behind.

"Help! Please!" Buffy unlocked the door, which quickly flew open as a petrified Willow came running in. Her clothes were torn to shreds, her body covered in scratches and stickes and dead leaves were tangled in her hair. She quickly ran into Xander's arms, her body trembling.

"My God, Willow! What happened?! Did something in the woods do this to you?"

"The woods, the woods," she muttered over and over, sobbing into his shoulder.

"It's okay, Willow. You safe with us," Riley said as he joined his girlfriend out on the porch, looking for the perverted perp.

"Willow, who did this to you," Xander asked, gently pushing her back so he could look her in the eyes.

"The woods."

"Who in the woods?"

"Not who; it! It did this to me!" Xander furrowed his brow.

"She means the woods themselves did this," Anya pointed out.

"I get that, but...but how? I mean, that's impossible!"

"Not really, Xander. With the way our luck runs-"

"Anya, please." He sighed and looked down at his best friend. He had seen that look before, more times than he'd want to admit. That sad, ashamed look. People looked like that all the time on "Law and Order: SVU," but there was no way Willow could have been...

"I just want to go," she said quietly, wiping her nose on the back of her arm.

"I guess I could give you a ride into town, or something. Do you want me to do that?" She nodded.

"What's going on," Buffy asked as she and Riley entered the cabin again.

"I'm taking Willow into town. I think we should report this to the police as well."

"No."

"But Wils, if there's somebody out there who's-"

"No, Xander." He pressed his lips tightly together in frustration. He couldn't stay mad at her for long though, and especially not when she was in that sort of state. Picking bits of leaves from her hair, he gave her a small smile.

"Just let me get my coat." A minute later, he came back with his shoes and coat on, as well as another one of his t-shirts and a blanket.

"Here," he said quietly, handing them to her. She nodded thanks and promised to meet him out at the car when she was ready. A few minutes later, Willow was sitting in the passenger seat of the Cadillac while Xander tried to get it running.

"You know, Uncle Rory and I should really have a talk. I mean, it's great that he lets me borrow all these old cars, but you would think he'd lend me one that actually works." She gave him a weak smile and rested her head against the window. Sighing, he turned the key one last time. The engine roared to life and he let out a triumphant laugh. Turning on the headlights, he pulled out to the road, watching the three figures on the porch grow smaller until they faded out of sight.

"Well I don't know if all that's true, 'cause you got me and baby I got you," Xander sang, half in key, as he looked over at Willow. She stared out the window, watching the dark forest go by. Hoping music would cheer her up, he kept singing.

"Babe, I got you babe. I got you babe." He turned up the volume a bit as Cher continued to sing the next verse.

"C'mon Wils," he began, gently nudging her arm. "It's your part. If you don't sing, then who'll be the Cher to my Sonny?" It was like talking to a very pale, small, shaky wall with red hair. Sighing, he gently rested his hand on her knee, studying her with concern.

"Look, Willow, I don't know what happened out there in those woods tonight, but if it was a person who did this to you, you gotta let me know, okay? I don't want to see you go through this sort of pain. I mean, I remember this movie on Lifetime once where-"

"Xander, look out!" He nearly jumped out of his skin at the sudden scream coming from his passenger. His dark eyes widened as he turned his attention back to the road and slammed on the brakes, just in time to keep the Buick from driving off the cliff where the bridge used to be.

"What is going on here," he exclaimed as he got out of the car. Carefully searching through the thick fog that was beginning to appear, he looked over the edge. Nothing was left of the bridge except the sign.

"This is definitely not of the good," he muttered before getting back in the car. "There's gotta be another way into town. A trail, maybe, or something. A back road, perhaps. Okay, just gotta think..."

"It's trying to keep us here, Xander."

"Huh," he asked, coming out of his muse. "What is?"

"The Evil. We've woken it and now it's coming after us. It won't let us leave."

"Willow, that's crazy talk! I mean, you're probably right, but you and I both know that bridge could barely hold a bird, let alone an entire car. It was a miracle that we crossed it the first time. Now, there's got to be another way out of here. Do you remember seeing any signs of a trail or another road? I wish I would've left the map in the car. At least then we'd have something to-"

"Xander?"

"Hmm?"

"Can we go back to the cabin now?"

"Oh, so now you want to go back," he exclaimed, half jokingly.

"No, but," she paused, staring straight ahead with wide eyes.

"But what?" He studied the look on her face for a moment, waiting for her to reply. "Willow, you're really worrying me here. What's going on?"

"There's something there...in the fog. It's coming this way." He furrowed his brow at her, but noticing how she never took her eyes away from the front of the car, he sighed and gave in, looking ahead too. At first, he wasn't sure what he was seeing. It was something, definitely something, and it was coming towards them at a rapid speed. All he need was to hear the growling and moaning coming from it to convince him to throw the car in reverse and drive backwards a good twenty yards down the road.

"This is not happening," he muttered over and over, looking over his shoulder, then to the front of him, seeing it -whatever it was- coming faster. Turning the car around and putting it in drive, he floored it down the dirt road, through the gray fog and back to the cabin.

"What the hell," Riley exclaimed as the front door of the cabin flew open and Xander and Willow came rushing in. Xander quickly locked the door behind them and ran to the window while Willow took a seat on the couch.

"Xander, what is it?"

"I dunno...a thing," he stuttered, staring out into the foggy night.

"A thing?"

"A thing."

"What thing?"

"I don't know! A thing! There was this thing and the fog, and we were there and the bridge was gone then the thing...it came and it chased us, Buffy!"

"So, you led it back here," Riley deadpanned.

"What did it look like," Buffy asked, joining her friend at the window.

"I don't know."

"What do you mean?"

"I...couldn't see it very well. There was a lot of fog."

"You were running from something you couldn't even see?" Xander shot a dark look at Riley before running a shaky hand through his hair. Willow joined him, quietly staring out the window. Buffy looked to her red haired friend.

"Do you still see it, Willow?"

"No. It's gone." Xander sat down next to Anya on the couch while Riley motioned for Buffy to follow him down the hall. Still shaking, Xander rested his head on Anya's shoulder.

"I believe you about the thing, Xander." He smiled gratefully.

"Thanks, Ahn."

"Even if you have no idea what 'it' is or what it looks like. I mean, sure, you and Willow came running in here like a pair of chickens, and you started rambling like an insane person, but I
believe you. I've made plenty of men see invisable things when I was a vengence demon." Xander lifted his head and looked at his girlfriend.

"Thanks, Ahn," he repeated with sarcasim.

"Oh! I wanted to show you," she began, getting up and picking the flesh looking book off the floor. "I was able to use a bit of my wonderful knowledge to decode this here," she began,
pointing to alien-like writing.

"Great! Have you told Buffy?"

"Yeah, we were working on it together while you and Willow were out."

"So, what does it mean, Anya?"

"Well," she began, pointing to a strangle symbol on the page. "This means-"

"Night." Anya looked up at Willow.

"Right. And this here means-"

"Dawn."

"Right again. This is getting annoying," she said, looking to her boyfriend. "Make her stop."

"How about this one," he said, changing the subject.

"Oh, this one translates to-"

"Life. Death. Soul. Suffer!" Xander and Anya looked over to the window where Willow sat. The red head suddenly turned around, letting out a wild manical laughter.

"Oh my God," Xander exclaimed, getting to his feet while Buffy and Riley entered the room.

"Willow!" She floated up off the ground, hanging in the air like a puppet on strings. Her bright eyes were rolled back into her head, only the whites showing as she jerked her body,
twisting her head from side to side. Her porcelin skin was now a deathly gray color with black and blue veins crawling up the sides of her face like vines.

"You have woken us from our sleep," she screamed, her voice sounding like many at the same time. Some were deep, others sounded in pain. "Now you shall die, just like the others
before you!"

"Willow," Xander shouted, running towards her. He was stopped by Buffy grabbing his wrist and pulling him back.

"She possessed, Xander! That's not Willow!"

"One by one we will take you," the demon cackled, pointing a long, bony finger at the group. "You shall all die!" It let out an ear splitting scream before Willow's body dropped to the floor
with a heavy thud. Xander took a few cautious steps towards her.

"Xander, get back! It's a trap," Anya exclaimed, rushing over to her boyfriend to keep him from being murdered.

"But...she..."

"We need to find something to chop her up with," Riley said, look around for an axe.

"What?! No! We can't! We can't chop up Willow!" He looked desperately to his girlfriend. "Isn't there a spell or something? Anything that'll fix this?!"

"Xander, sweety, you heard what Buffy said. You witch friend is dead now, so come sit back down on the couch with me, okay? See? I'm not possessed." Xander looked from the body of
his best friend to his very much alive, and nonpossessed girlfriend.

"Come sit down," Anya coaxed. Slowly, Willow's hand reached for the pencil lying on the floor. A sudden scream and Willow stabbed the Number two pencil into Anya's ankle.

"Xander, move," Riley yelled as he pushed the stunned Scooby aside. Willow pulled the pencil out of Anya's ankle and tried to stab Riley, but he was too quick. In a matter of seconds, Riley and Buffy had managed to contain Willow in the cellar, chaining the door shut. They waited a moment to catch their breaths before looking over at Xander, who held Anya in his lap. A pool of blood had gathered on the floor where her ankle rested as Xander held his hand to her wound, applying pressure.

"I...I saw an axe in the workshed," Riley panted, slowly standing up from the chained cellar door. "I'll be right back."