(Note: Some dialog taken directly from the episode.)

Disclaimer: Buffy the Vampire Slayer and its characters are the property of Joss Whedon.

Sweet memories

Flashing very quickly by

Reminding me

And giving me a reason why

I know that

My goal is more than a thought

I'll be there

When I teach what I've been taught

And I've been taught...

-Rush, "Lessons"

The newly fledged vampire slowly dug its way from the grave. Its hands emerged from the fresh-turned soil, then its arms and shoulders, then its head. The creature hissed and bared its new fangs.

"It's about power," Buffy intoned, "Who's got it, who knows how to use it. So, who's got the power, Dawn?"

The two sisters waited by the grave, watching the vampire claw its way out. Dawn stood with a stake in her hand, while Buffy crouched beside the emerging fledgeling. Spike stood a few yards away, sitting on a tombstone and smoking a cigarette. Barely into Dawn's first hands-on session with a real vamp and he was already bored to tears. He let Buffy know as much through the empathic link they shared, and also implied that she'd better make it worth his while later. He smirked as Buffy responded with amusement and a hint of something more sultry.

Oblivious to this wordless exchange, Dawn answered her older sister's question. "Well, I've got the stake," she hefted the weapon for emphasis.

"The stake is not the power," Buffy stated, straightening from her crouch to stand beside the teen.

"But he's new," Dawn protested, "He doesn't know his strength. H-He might not know all those fancy martial arts skills they...inevitably seem to...pick up."

Buffy eyed the girl levelly. "Who's got the power?"

Dawn pouted. "He does."

"Never forget it. It doesn't matter how well-prepped you are or how well-armed you are. You're a little girl."

"Woman," Dawn corrected.

"Little woman."

"I'm taller than you."

Buffy stifled an impatient sigh. "He's a vampire, okay? Demon. Preternaturally strong, skilled with powers no human could possibly ever—"

"Excuse me," the vampire unexpectedly spoke, "I, uh, think I'm stuck."

Buffy stared at the creature in disbelief. "You're stuck?"

"My foot's caught on a root or something," the vamp explained, apologetic, "I don't even know how I got down there. If you girls could just give me a hand?"

Buffy felt a ripple of amusement and glanced Spike's way to see him doubled over in silent laughter, one hand holding his stomach. Her annoyance only seemed to spur him on.

"So..." Dawn snidely drawled, "he's got the power, huh?"

"Zip it." Buffy walked over to the grave and grabbed the fledgeling by the back of his suit jacket, lifting the much larger man one-handed with little effort. Dawn stared enviously at this display of Slayer strength.

"I really appreciate it," the vamp said, still playing the confused innocent act, "It's just so dark, and I don't even know what I'm doing here." He shook the dirt off him once his feet were on the ground. "Whew! Thanks. That was a help," he smiled, then his grin turned sinister, "Unfortunately, it was the last—"

Buffy grabbed him by the throat.

"—thing you'll ever do," he wheezed through his constricted larynx.

"Listen up. I'm the Slayer. You don't wanna get into it with me. You want blood?" she turned his head towards Dawn, "You can have hers."

Normally, Dawn would've worn the protective charm Spike got for her some months ago which would have caused the newly-risen vamp to have no interest in her. But tonight it was left at home. As a result, the blood-starved vamp fixated on what he perceived as the easier kill and lunged at Dawn the second Buffy released her hold on him. Buffy went to join Spike and watched as Dawn battled her first fledgeling.

"Not too shabby," Spike remarked as the teen executed a roll that sent the vampire stumbling into a nearby grave marker. The girl triumphantly plunged her stake into the creature's chest...only to realize she missed the heart when the vamp remained undusted. She lost the upper hand after that and the fledgeling soon had her in an unbreakable bear hug.

Spike touched Buffy's arm when he sensed she was about to step in. "Give it another second, luv," he advised, "Best way for her to learn how serious this really is."

She knew he was right, but that didn't mean she had to like it. Reluctantly, Buffy held back until her sister cried out her name, the vampire's teeth grazing her throat. Only then did the Slayer rush into the fight.

Spike watched her battle the fledgeling for a moment before idly flicking away his cigarette butt and strolling over to the weapons bag. He drew a sword from the bag and, when he sensed Buffy was ready, flung the weapon into her waiting hand. With one stroke, the vamp's head was severed and the body crumbled away into dust.

Buffy helped Dawn to her feet. "It's real. It's the only lesson, Dawn. It's always real." She reached for the girl's neck. "Lemme see."

"It's nothing. Just a scrape," Dawn assured her. And she was right; nothing more than two pinpricks against the pale skin of her throat. "Plus, I had a plan the whole time," she added.

Buffy quirked an eyebrow. "Really?

"Yeah, I planned to get killed, come back as a vampire, and bite you."

"Oi," Spike came up behind Buffy and slipped an arm around her waist, "Only vamp who gets to bite her is me."

Buffy smiled and let herself lean back into his embrace. She reminded Dawn, "You wanted to be trained."

The girl squirmed. "Well, just...the next time—"

"You did pretty well."

Dawn's eyes lit up in surprise. "I did?"

"Better'n most girls your age would have," Spike agreed.

The teen fairly glowed from the mild praise. "'Cause, you know, the whole rolling thing...I was actually using his strength, and it was very tai chi," she enthused, "Plus, I nearly got the heart."

"My first time out, I missed the heart, too," Buffy confessed.

Dawn gaped. "No way!"

"Just the once," the Slayer clarified, ignoring Spike's soundless chuckle through the link.

Dawn grinned, "Well, the next vampire I meet—"

"Next vampire you meet, you run away," Spike interrupted, his tone stern. Fighting a newly emerged fledgeling under his and Buffy's watchful eye was one thing; he wasn't about to let the Little Bit think she could take on more experienced vamps on her own. "And if I find out you haven't been wearin' the charm, I'll bite you myself," he added, though they both knew it was an empty threat.

Buffy reluctantly disentangled herself from him and knelt to pack up the weapons. "I just wish that was all we had to worry about," she sighed as she shouldered the bag and stood up, "Vampires, demons, they're nothing compared to what's coming."

Spike rolled his eyes as the three of them started for home. For the last few months it seemed to be all anyone wanted to talk about; the rebuilding of Sunnydale High School.

"I just can't believe it's back," Dawn declared.

Buffy ruefully shook her head. "Believe me, I thought I was long past it. I guess you never are. Just a few more days 'til it starts and then we'll never know what's coming next."

"For god's sake," Spike growled, "It's just a sodding school."

"A school built directly on top of the Hellmouth," Buffy stressed, "Place is a magnet for every demon, ghost, and curse imaginable."

"And Dawn knows what to keep an eye out for," Spike countered, "The girl's gonna do fine. Won't you, Niblet?"

"I'll be fine," Dawn was all too eager to agree.

Unfortunately, Buffy was less than reassured.

Late that night, Buffy lay in bed paging through the thin book written by disgraced Nineteenth Century Watcher Michael Poole. It was in this book that Buffy and the Scoobies learned that Spike was different from other vampires for a reason, rather than as a fluke. According to Michael—or rather the mysterious "Guiding Spirit" who dictated the book to him—Spike was something called an Intended. The very first Intended, in fact. Just as the Slayer was a human with a trace of the Dark in her to give her enhanced strength and healing, the Intended was a vampire with a spark of the Light in him, which enabled him to retain some of his humanity even after he was turned. The Intended was meant to balance out the Slayer, their union bringing stability within themselves as well as giving them even greater strength in an equal partnership.

Buffy mused how funny it was that she and Spike learned all this after they forged said union by way of an ancient, and heretofore mythical, vampiric practice known as the Claim. It linked their lifeforces, enabled them to feel each other's emotions, and, according to legend, if one of them died, the other perished as well. Nobody was sure if this last part was true, since there was no written record of a Claim ever existing. They couldn't exactly put it to the test.

Buffy sighed and rubbed the Claim mark on the side of her neck. It was a scar left behind when Spike bit her, only the way it healed, it looked almost like a dark red tattoo. Spike had a mark of his own, shaped like Buffy's human bite. More permanent than wedding rings. And for them, permanent took on a whole other meaning. Another thing Buffy learned from the book was that she was, in fact, immortal. She honestly didn't know how she felt about this, since she'd long ago cultivated the habit of not thinking too far ahead. It just didn't pay off, since Slayers had such notoriously short lifespans. At least, all the Slayers before her. Buffy was something new, something unknown, and there were so many questions left to answer.

The bedroom door opened and Spike entered, having brushed his teeth a moment ago. Buffy was amused when she found out how fastidious the vampire was about oral hygiene. His flossing bordered on obsessive. It made sense, though, considering how vital a vampire's teeth were.

Spike shut the door and started removing his clothes, tossing them into the hamper as he made his way to the bed. Naked, he slipped under the covers and lay on his side facing Buffy, his head propped up with his hand. "Find anything new?" he asked, only half sarcastic.

Buffy had been re-reading Michael's book on and off all summer. Unfortunately, the actual written pages were rather sparse. The rest of the slim volume was taken up with sketches, the first of which bore a freaky-strong resemblance to Buffy. The caption underneath that picture identified it as Michael's Guiding Spirit. The rest of the sketches weren't nearly as detailed; drawn from someone's description rather than actual experience. And not all of them included captions.

One of them was a circle with some kind of pentagram and a goat's head in the middle. On another page was an image of three men dressed in exotic clothes and carrying staffs. Then there was something that looked kind of like a stylized battle axe, though written underneath it was the word "scythe." There were other drawings as well, each more cryptic than the last. It was all so frustrating, because Buffy knew these pictures had to be important, yet she had no idea what any of it meant. Buffy was sure at least some of it had to do with the new Big Bad whose arrival they were anticipating. Buffy just wished she could remember the dreams she had regarding this mysterious enemy, but they were all a fog, as if something didn't want her to know too much.

She slammed the book shut and dropped it on her nightstand with an aggravated huff. "It's driving me crazy," she groused, "All it does is leave me with more questions."

Spike nuzzled the side of her neck, sent her soothing thoughts through the link. "We'll figure 'em out when we need to, luv. Right now," he ground himself against her thigh, "there's more pressin' matters that need seeing to."

A smile tugged at Buffy's lips. "Well, you did tag along on Dawn's 'field trip,' and didn't complain once about how dull it was. Out loud, anyway," she conceded, turning her head to lightly rub her nose against his, "I think that kind of restraint deserves something."

"Bloody right, it does." Spike tugged her nightgown off without further preamble and rolled on top of her. Buffy laughed, her concerns about Dawn, the high school, and Michael's book pushed aside for the time being.

"Dawn," Buffy yelled upstairs, "Xander's here! You're gonna be late!"

"I'm comfortable with that," Dawn's faint voice retorted just as Xander entered the house.

"Well, you gotta eat something," Buffy countered, "I made cereal."

"Morning!" Xander greeted. He was looking unusually sharp, dressed in a business suit rather than the usual work clothes.

Buffy smiled and led him into the kitchen. Spike was leaning against the counter, drinking from a coffee mug. It might've been coffee he was actually drinking, or it could have been pig's blood. Xander didn't really care to find out.

The vampire quirked a scarred eyebrow at the carpenter's appearance. "What's with the threads, Harris?"

"Client meeting," Xander explained briefly. He asked Buffy, "How exactly do you 'make' cereal?"

"Put the box near the milk," she shrugged.

"She saw it on the Food Channel," Spike quipped.

Xander noted Buffy's nervous fiddling with the breakfast items. "So, how are you?"

"My sister's about to go to the same high school that tried to kill me for three years," she replied, "I can't change districts, I can't afford private school, and I can't begin to prepare for what could possibly come out of there. So, peachy with a side of keen. That would be me." She grabbed herself a cup of coffee and took a large gulp. Xander debated asking if she really needed the caffeine.

"Well, here's a little something for what ails ya," he said instead, holding up a roll of blueprints, "Take a look. I've got two crews working on this diabolical, yet lucrative, new campus."

Buffy and Spike followed him to the dinette table where he unrolled the plans for their perusal. "One crew's here," he pointed, "finishing the science building, and one here, reinforcing the gym. There are no pentagrams, no secret passageways, everything's up to code and safe as houses."

"Nothing creepy?" Buffy insisted, "Strange? From beyond?"

Spike rolled his eyes. "Maybe we're just paranoid?"

Dawn entered the kitchen, got herself a bowl of cereal, and joined them at the table. She gazed curiously at the plans while she munched her breakfast.

"Well, there is one interesting detail," Xander unrolled a second set of blueprints, "I managed to scare up the plans of the old high school. You remember the center of Sunnydale's own Hellmouth?"

Buffy nodded, "Under the library."

"Right. So, I lined up the plans, new and old, and right exactly where the library was, we now have..."

Buffy squinted at the writing. "Principal's office."

"So, the principal's evil?" Dawn asked.

"Or in a boatload of danger," Buffy added.

"Well, the last two principals were eaten," Xander muttered, "Who'd even apply for that job?"

"Guess we'll see," Buffy sighed, checked the time on Xander's watch, "Oh, we have to leave, though." She turned to Dawn, "D'you have everything? Books? Lunch? Stakes?"

The girl nodded. "Check thrice."

Spike made an inquiring gesture with his free hand. "Did you give her the..."

"No, I was saving it." Buffy retrieved a box from a drawer and brought it to Dawn. The box was giftwrapped.

Dawn perked up at the sight of it. "What is it?"

"Back to school gift," Buffy said, handing it to her.

The teen grinned. "It's a weapon, isn't it?"

Buffy shared a secretive smile with Spike. "Yes. It is."

Dawn eagerly tore away the wrapping paper and opened the box. Her face lit up at the brand new cellphone she found inside.

Buffy knew she was being overprotective and paranoidy, but she couldn't help it. Just the thought of her baby sister at the mercy of the things she herself had gone up against in high school brought out the crazy mom in her, which was as mortifying for her as it was for Dawn. It didn't help when Principal Wood referred to Dawn as her daughter. Like she really looked old enough to be the mother of a teenager! Dawn was more than eager to get to class after that.

Even after the halls emptied of students, Buffy wandered around looking for anything remotely suspicious. Eventually, she entered the ladies' room, where she checked herself in the mirror. "I don't have mom hair," she muttered, fussing with the messy bun.

As she was reaching for the faucet, she noticed what looked like a small bundle of twigs and hair tied together with white thread. Curious, she picked it up. Then she saw something horrific in the mirror.

"You can't protect her," the rotting ghost-girl snarled, "You couldn't protect me."

Buffy spun around, but found herself alone in the restroom. Then another zombie-ghost, this time a balding man, suddenly lunged at her right screaming, "Get out! Get out!"

Buffy dropped the bundle of twigs in her haste to get away from the creature, and the bald-ghost vanished just like the girl-ghost had.

"Okay," she muttered to herself, voice unsteady, "Definite badness here."

She immediately left the restroom and dashed over to Dawn's classroom, crashing through the door and startling everyone in the room. Dawn was standing up, apparently giving the obligatory introduction.

"Dawn!"

"What?" Dawn's face flushed at the embarrassing intrusion.

"We have to go. It's not safe," Buffy said in a rush, "We, um... I mean, I saw..." It began to occur to her that his might not have been the best idea.

The teacher eyed her warily. "Can I help you?"

"No. I, uh... Dawn, I-I just thought you were in danger...of smoking," she winced at her lame excuse, "I'll be around." And with that, she left the classroom and her humiliated sister behind. She decided she needed to tell Xander about this and made her way to the science building where he was overseeing the construction crew. Along the way she felt Spike query her through the link; he'd sensed her fear and wanted to know if she needed help. Buffy sent back a no, but let him feel her reservations so he would be ready to come at a second's notice.

She found Xander easily enough and filled him in on the zombie-ghost incident.

"So, school's back in session, huh?" her friend stated wryly.

Buffy snorted, "Yeah. Seems like old times. This isn't a coincidence, y'know. The school being rebuilt. It means something."

"As in what?" Xander asked.

She wished to hell she knew.

Having given Xander the heads-up, Buffy went back inside with the intent of returning to the haunted restroom, only to bump into Principal Wood. "Oh! Sorry."

"Miss Summers," the principal arched an elegant eyebrow, "I didn't know you were still about."

Buffy had to admit, Wood was a definite improvement over the last two principals, appearance-wise, anyway. Sadly, this only flustered her even more. "Uh, yeah, I was just looking for..."

"You know, I, um, have to be honest," Principal Wood looked a little embarrassed, "I actually know a little bit more about you than I let on before."

Buffy felt an inkling of suspicion. "Isn't that interesting."

"Oh, it really is. The school board recommended I spend a little time reading your record. It's, uh, quite a page turner," he grinned, "Kind of a checkered past."

"More like a plaid," Buffy joked, trying desperately to think up an excuse to get away from this conversation.

"It's clear your sister looks up to you, which I think is great—"

Buffy immediately pounced on that opening, "No, she's much, much worse than me. Troublemaker. Expulsion is really the only way to go. Or you could suspend her for, like, three years."

Principal Wood chuckled, "Well, how about we give her a chance first? As long as she keeps her grades up—"

A piercing ringtone emitted from Buffy's pocket. "Boy, that's loud," she let out an awkward laugh.

"That's part of why we don't allow cellphones," the principal explained.

"'Scuse me." Buffy dug out her phone and answered it, "Yeah? Uh, sorry. My dog...dog walker," she told Wood, then turned her attention back to the phone, "Three dead? Uh, no, I-I'll be right there."

The Principal's eyebrows rose in concern. "Oh, my god. Your dogs are dead?"

Buffy hung up and shoved the phone back in her pocket. "Sorry about that. Um, I...I have to..." She started down the hall.

"Yeah, no, of course," Wood called after her, "And good luck with that...dog tragedy."

Buffy sent a mental call through the link and felt Spike's acknowledgment. In a few minutes, he would reach the high school by way of the sewers and vampire speed.

Buffy entered the haunted restroom and found the gaping hole which Dawn and the other girl had fallen through. After a moment's pause to check for any immediate danger, she leapt down into the darkened basement level. The place was like a maze, so full of twists and turns that she soon found herself totally lost.

"Dawn!"

"Too late," a voice rasped, "But then, you're always too late, aren't you? Sure as hell didn't save me."

A bald zombie-ghost stepped into view.

"Where's my sister?" Buffy demanded.

The zombie-ghost smirked. "I think she's lost."

"I'm the one who let you die. Why take it out on her? What're you after? Fear? Revenge? Tasty brains?"

A second, younger zombie-ghost arrived. "I think I'd like Dawn to be my girlfriend."

Buffy rolled her eyes. "Again, wrong sister. I'm the one that dates dead guys. And no offense, but they were hotties."

"Busy making out with your dead boyfriend while I was being ripped to death by a werewolf?" a girl zombie-ghost snarled, "Is that why you let me die?"

"Look," Buffy snapped, "I don't care how you died. I'm sorry for your loss, but where is my sister? Dawn!"

"She's not gonna hear you," the first zombie-ghost told her, his rotting features smug, "All we want is for you to leave, so we can rest again."

"Actually," Buffy noted, "I'm thinking all you want is to get between me and that door." She pointed behind the three creatures. "Who's for finding out why?"

They lunged at her. They were strong, but she fought them off. But then some weird reset thing happened and she found them standing in front of her again, blocking her path. She shrugged, "If at first you don't succeed..."

She knocked them all aside without warning and flung open the door. "Dawnie! We have to get out—"

The person she discovered on the other side wasn't her sister. It was Spike.

"Geez, how fast did you run?" Buffy exclaimed.

The peroxide blonde smirked. "Duck."

Buffy frowned, her mind a bit too addled by the adrenaline to catch on. "There's a duck?"

Spike quickly shoved her aside just in time to avoid the pipe one of the zombie-ghosts swung at her head. Spike punched the creature out and snatched the pipe from its hands. Then he pulled Buffy through the door, slammed it shut and secured it before the zombie-ghosts could follow.

"Probably show up in a sec," Buffy muttered.

Spike's shoulders twitched in discomfort. "Somethin' tells me they won't. Feel that? Sort of a weird vibe."

Now that he mentioned it, she felt it too. But for the moment, she had other worries. "Have you seen Dawn? She came down here with some kids."

The vampire shook his head. His eyes were darting around, his anxiety singing through the link. He really didn't like this place.

Buffy's cellphone rang. She was quick to answer it, "Dawn?"

"Buffy, where are you?"

"Not sure," she sighed, "Where are you?"

"I-I don't know. In a room by the furnace. Near where we fell in," the girl explained, "They dragged us in here and then disappeared."

"Yeah, they came after me, too."

"What do they want?"

"So far, to piss me off," Buffy grumbled.

"Please tell me it's working," Dawn begged.

"Oh, I'm damage-bound," Buffy assured her, "I just can't figure them. Ghosts can't touch you and zombies can't disappear." She felt a mental equivalent to a tap on the shoulder. "Hold on," she put her hand over the receiver, turned to Spike, "You know what they are?"

"Pretty sure they're manifest spirits controlled by a talisman," the vampire replied, "They're usually raised to seek vengeance."

"Was that Spike?" Dawn's voice was hopeful.

"Yeah," Buffy spoke into the phone, "He's here. Hang tight. We'll find you. These things can hurt you, but you can hurt them, too. Find a weapon."

"Okay."

Buffy ended the call, then quickly dialed Xander's cell number. "Xander, I need you to do something. Go into the girls restroom and find something that looks like a bundle of sticks and stuff tied together. I think it's a talisman controlling these zombie-ghost things. Careful, there's a big hole in the floor." She hung up, pocketed the phone, then turned to Spike. "Ready?"

Spike grinned and hefted the metal pipe he'd acquired. "You know me, luv. Always ready for a little rough-and-tumble."

It didn't take long to find them; all they had to do was follow the screams. They came to a locked door, which Buffy promptly kicked open. She and Spike rushed in and started fighting off the zombie-ghosts.

"We just need to keep 'em at bay!" Buffy reminded Spike. Dawn tossed her a school bag full of bricks, and she wielded the makeshift weapon like a flail. Spike, meanwhile, made use of the pipe in his hands, bashing undead skulls left and right.

"You really wanna keep this up?" the vampire challenged.

The zombie-ghost in front of him smirked. "What're you gonna do? Kill us?"

A moment later, they all disappeared in clouds of noxious yellow smoke.

"Talisman must've been destroyed," Buffy observed.

"How'd you know it was a talisman?" Dawn asked.

Buffy put on her best wise Slayer look. "There's always a talisman."

She felt more than saw Spike's amused eye-roll.

"The real question is, who put it there?"

Spike tossed his pipe aside with a noisy clang. "Guess I'll be off, since the fun's over." He was eager to leave this labyrinth of a basement. Its freaky vibes were making the hairs on the back of his neck stand on end.

Buffy walked over and embraced him. "Thanks for coming." She kissed him briefly, then led the teens back to the relative safety of the school while Spike headed back through the sewers.

"Who was that guy?" the girl, Kit, whispered to Dawn.

The teen smiled. "Buffy's boyfriend."

"Why isn't he coming with us?"

"He's...kind of a night person," Dawn explained vaguely, "Doesn't like the sunlight too much."

The girl snorted, "What, like a vampire?"

"Yeah, heh," Dawn laughed awkwardly.

Back above ground, Dawn and her classmates thanked Buffy and returned to their classes, for once grateful for their normal, boring educations.

"Curiouser and curiouser."

Buffy turned to find Principal Wood once again standing before her. "What is?"

He pointed at the departing teens. "Those were possibly the only two students in the school whose files are as thick as yours was. Now I see you got them socializing and hugging and actually, if I'm not mistaken, headed to class."

Buffy smiled. "Well, we shared an...encounter."

"Look, I know you're probably more than happy to get out of this place," Wood spoke sincerely, "but I gotta tell ya, Miss Summers, I think you belong here."

"Hmm, whuh?" she blurted.

The principal continued, "Listen, I know this school's reputation. We got a lot of troubled students in, and just enough money to keep this place from caving in."

Buffy snorted, "Yeah, you might need a little extra, there."

"Well, we do have a community outreach program, and the money we could pay you wouldn't even fold, but it would just be a couple of days a week."

Buffy blinked as her brain tried to catch up. "Are you asking me to be a counselor?"

"Well," Wood shrugged, "I was thinking the kids could use someone, you know, closer to their age, who's still—"

"I'm in."

"So," Spike drawled that evening as they readied for patrol, "you took a job at the one place you wanted to keep as far away from as possible."

"It'll give me a chance to catch any suspicious Hellmouthy activity at the source," Buffy explained, "I can also keep an eye on Dawn, while I'm at it."

"And you won't be flippin' burgers," Spike added helpfully.

"Yes!" she gushed, "It'll be such a nice change, coming home without having to scrape the grease off me every night."

Spike chuckled. They left the house, headed for the first cemetery of the night. The link hummed between them, sharing their contentment and anticipation of a night of fighting ahead of them.