A/N: Told ya this one would be longer. :-D This particular episode was a pretty grim one. I hope you like my ideas for this AU version. Had to think up a way for the First to control Spike since it never got the chance to brainwash him in the school basement. Happy reading!

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

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

Because everybody knows

That's how I nearly fell

Trading clothes

And ringing Pavlov's bell

History shows

There's not a chance in hell

-Aimee Mann, "Pavlov's Bell"

Buffy searched everywhere for Spike, but for some reason, she wasn't able to pinpoint his location like she usually could. All she picked up from Spike through the link was the same mild sense of calm, almost like he was half asleep. Sunrise was only a couple of hours away when she finally decided to go home. With any luck, Spike was already there.

The second she opened the front door, Buffy was confronted by the devastation that was once the living room. Horrified, she dashed into the house. "Dawn!"

Tara came hurrying down the stairs, one hand held up to forestall anymore yelling. "Buffy, it's okay. She's n-not hurt, just exhausted."

Buffy sagged against the nearest wall in relief. "Where's Willow? What the hell happened?"

"Willow's upstairs," the witched replied, "I finally got her to sleep." Her brow was furrowed in worry, putting Buffy on edge again. "Buffy, th-this big evil that's been promising to devour us? Well, I-I think it's started chomping."

"Oh, god. And it started with Dawn?" Buffy berated herself for not coming home sooner.

"And Willow, and me," Tara's more pronounced stammer revealed her agitation, "Buffy, this thing knows us. I-It made us think that we were talking to people we knew. M-Mine looked like my mother, and I don't kn-know who Willow saw. But Dawn a-actually saw...J-Joyce."

Buffy's fists clenched. How dare this thing wear her mother's face!

"This thing, it had me for a while," Tara continued, "I m-mean, before it started letting loose with the pulse-pounding terror, before that the lies were very convincing. I-It just seems real."

"Lies?" Buffy latched on to that word. If this Big Bad had been telling her sister and her friends lies, then this so-called ghost of Merrick must have lied to her as well.

"Maybe to confuse us," Tara speculated, "O-Or maybe just to be cruel."

"The thing that came for me...it told me that Spike was killing people."

The witch frowned. "W-Well, that's impossible. Right? S-So maybe it was another one. A fake-out."

"It has to be," Buffy said with all the conviction she could muster, "Spike would never—"

The front door opened and Spike entered. His eyes widened at the sight of the wrecked living room. "Bloody hell. What happened here?"

Buffy motioned to Tara; the witch took the hint and went back upstairs. "Dawn had a visit from the new Big Bad," Buffy said, "She's fine. She's sleeping upstairs." She pursed her lips. "Spike...did you see anything last night? Did anyone—someone you knew—visit you?"

The peroxided vampire shook his head. "No. Didn't go to any of the demon bars. I was at The Bronze for a while."

"Whatever this thing is," Buffy told him, "it seems to take the form of people we knew. Me, Willow, Tara, and Dawn all saw it as different people. The one that came to me...he told me something I don't wanna believe. More than that, he showed me something."

Spike frowned, concerned by the anxiety he felt from her. "What?"

Instead of answering, she seemed to change the subject. "Spike, did you meet anyone last night? Not just somebody you knew, but anyone?"

"Uh," he shrugged, puzzled by the question, "Sure, I might've talked to a few people. Nothin' serious. Why?"

"It's just...someone told me he saw a guy, sounded a lot like you, and he had a girl with him."

The vampire scoffed, the link rippled with amused exasperation. "What? You think I was seein' some other bird on the side?"

"No—"

"There was no girl, Buffy. There's only you." Everything about his voice and face said he was sincere, and Buffy didn't sense any lies from him.

She forced her shoulders to relax, pushed whatever lingering doubt she had to the back of her mind. "Sorry. This thing, it's got me all turned around."

Spike peered into the destroyed living room. "Guess that's the idea." He approached and drew her into a comforting hug. "You okay, luv?"

"Yeah," Buffy sighed, resting her head on his shoulder. She wished she sounded as confident as she sounded.

They cleaned up the disaster area as best they could. Some of the furniture wasn't salvageable, and the windows needed to be replaced. Willow, Tara, and Dawn joined in on the cleanup effort after a while, then Xander came by to take measurements for the replacement windows.

Throughout it all, Buffy's mind kept wandering back to the night before, her inability to track Spike through the link. Did he find some way to block her? If so, why? There were two nights a week when they didn't patrol together: his night off and her night off. Two nights when she really had no idea where Spike went or what he did.

How many people can a vampire turn in one night?

Buffy felt sickened by the thought, not to mention guilty for having even the slightest doubt in Spike. She trusted him more than anyone. So why was she having these misgivings?

"I think we should patrol together tonight," she suggested later that afternoon while they were taking a break from the cleanup.

Spike cocked an eyebrow at her. "You sure skippin' your night off is a good idea, luv?"

"That thing is out there playing head-games with us—"

"All the more reason to carry on as usual," he reasoned, "Don't let it see that it's getting to us."

Was he saying this because he meant it, or because he wanted her out of the way? Buffy's stomach roiled.

Sensing her conflicting emotions, but not the real reason behind them, Spike reached over and took her hands in his. "I'll be fine, luv. I'll be extra vigilant; any trouble at all, I'll call for you. Alright?"

Buffy chewed her lip, then finally nodded. "Okay."

"You want me to do what?" Willow blurted a couple of hours later. The redhead was sitting at the dining table with her laptop, doing some research online for a class.

Buffy glanced at the stairs; Spike was in their room, getting some rest before heading out on patrol. She turned to her friend and said, "I want you to check for any increase in bodies found with neck trauma."

Willow's brow furrowed. "Um, okay. A-Any reason why? I mean, did you hear of some new vamp in town lookin' to make itself a gang?"

Buffy shook her head. "No. I need proof that what that fake ghost told me wasn't true. I mean, I know that thing was just lying—"

"Maybe."

Buffy frowned. "What? What maybe?"

Willow was obviously reluctant to answer. "Well, just because those weren't the spirits of, you know, our people...just because it was some evil thing...doesn't mean that what they said can't be true."

Buffy pursed her lips into a thin line. "We can't assume anything. We need hard facts."

"Okay." Willow's fingers flew over the computer keys. Moments later, she scrutinized what she'd found. "No, there's not really an increase in neck injuries. But..."

"But what?" Buffy asked with a growing sense of dread.

"Missing people," Willow's troubled gaze met hers, "Eight, maybe? Oh, ten of them. No bodies. They're just missing. Mostly young, lots of girls."

Buffy paced the floor, her arms crossed. After a moment she murmured, "This still doesn't prove that it's Spike."

"Doesn't prove that it isn't," Willow pointed out. She watched her friend deep in thought, then finally asked, "What're you gonna do?"

"Only thing I can do."

The sound of footsteps drew her attention to the stairs, where Spike was descending. He walked over to Buffy and gently gripped her by the waist. "I'm gonna start patrol. Don't worry, luv," he smiled in reassurance, "I can handle any baddies that come along."

Buffy managed to dredge up a smile, then kissed him and said, "Have a good patrol."

Smiling, the vampire released her and stepped out the door into the night. Buffy waited a few minutes, turned to Willow to tell her, "I'm going to follow him. If I'm not back by morning..."

Willow swallowed, nodded.

Buffy forced her emotions to remain calm as she followed Spike at a safe distance. At first, it looked like he was heading for the closest cemetery, just like he would on any normal patrol. But after a moment, he paused as if lost in thought, then abruptly veered off and headed for downtown. Buffy struggled to keep her feelings in check as she followed him through the bustling promenade, tried not to think about how Spike scanned the crowd with a predatory air. She saw him approach a woman who was waiting in line to get into The Bronze. The two of them started talking way too intimately for Buffy's liking. The strange thing was, despite Spike's flirtatious behavior, she didn't pick up even a hint of arousal through the link. He was still perfectly calm, even a little bored.

What the hell was he up to?

Spike took the smiling woman's hand and led her away from the club. Buffy tried to keep them in sight, but the bustling throng of partygoers was too thick to easily maneuver through. She cursed as she lost track of the pair. She tried to get a fix on Spike through the link, but was once again stymied for some unknown reason. At one point, she thought she might have heard a distant scream, but wasn't able to figure out where it came from, or if she really heard it to begin with.

Gritting her teeth, Buffy headed for home. She had no choice but to wait for Spike's return and confront him then.

Spike returned from patrol to find Buffy waiting in the entryway with a mug in her hand. She held the mug out to him. "I heated you some blood."

He smiled at the gesture. "Thanks, luv, but I'm not really hungry right now."

Buffy's expression was stony, which confused him. Spike tried to get a feel through the link only to discover she was keeping a tight rein on her emotions. She thrust the mug under his nose. "C'mon, just a sip."

Spike recoiled from the stench that rose from its contents. "I, uh, think it's gone off."

Buffy set the mug on a nearby side table. "You're right. You haven't touched any of the blood in the fridge for a while. In fact, I can't remember the last time I saw you drink any blood."

Spike frowned. Now that Buffy pointed this out to him, he couldn't remember the last time he fed, either. But he must have. He didn't feel any cravings.

"I followed you," Buffy's voice jarred him back to the present, "And you know what? You didn't go to any cemeteries."

"What?" Spike's shock seemed genuine.

"You were on the promenade," Buffy's voice betrayed her anxiety, "You looked like you were on the prowl."

"That's not...That can't be right," his protest sounded weak even to him.

"So then, tell me," Buffy pleaded, "Tell me what happened. You—You went out on patrol, then what?"

"I..." Spike wracked his brain, but couldn't bring up anything from the hours he'd been out. "I don't remember. It all bleeds together."

Buffy sensed his confusion and fear. He really didn't know what happened. This frightened her even more than the prospect that he might have been lying to her. She touched his arm, "Spike. What about last night? You were at The Bronze?"

He nodded.

"What happened then? Can you remember anything? Anything at all?"

Spike shook his head, "N-No, I—"

"Was there a girl?" Buffy thought about what the dying man she found last night had told her. "A man I found yesterday was dying from a vampire attack. He told me what the vampire l-looked like," her voice faltered for a second, "And he said there was a girl, but there wasn't any sign of her. Do you remember meeting a girl last night?"

Spike scowled in concentration. He remembered The Bronze, sitting at the bar drinking whiskey, then... "She asked me for a light," he murmured, eyes unfocused, "Gave me one of her cigarettes."

"What else?" Buffy prompted, "Do you remember what she looked like?"

"Blonde hair," he said quietly, "'Bout your age. I dunno."

Buffy took his hand and pulled him towards the door. "Come on. We're going to The Bronze. Maybe somebody there remembers seeing you with her. Maybe get a name, if we're lucky."

The live band was in full swing on the stage. People swayed to the music on the dance floor or nodded their heads from their seats at the tables scattered throughout the club. Spike and Buffy approached the bar to talk to the bartender.

"She had blonde hair," Spike said, "A nice lookin' girl. I was here talkin' with her."

The bartender shook his head. He saw a lot of customers on a nightly basis and rarely found them memorable enough to recall later. The couple started approaching other people in the club in the vain hope that one of them might remember Spike and the girl.

"The other night," Buffy said to a curly-haired girl who she vaguely recognized from other nights spent at The Bronze, "We're looking for someone who might've seen her."

The girl shook her head. "No, sorry."

Spike sighed in frustration. "Maybe we should split up, cover more ground."

Buffy couldn't hide the distrust in the look she gave him. It hurt, but Spike couldn't blame her; he didn't entirely trust himself, either. "I'll keep in sight, I promise."

Buffy chewed her lip, then sighed and nodded, "Okay. I'll check the balcony. You stay down here."

"Alright." Spike watched her ascend the steps to the balcony level, then slumped into an empty chair in a relatively sheltered corner and glared at the milling crowed.

"One of them take your wallet?"

Spike blinked at the unfamiliar woman standing beside him. "What's that?"

"The way you're scanning that crowd, you look like you're out for blood."

"I'm just looking for a certain bird I met here the other night."

The woman offered a flirtatious smile. "Is it me?"

The vampire smirked. The woman was the complete opposite of the girl he was searching for; black hair, dark skin. "Sorry, pet. Don't think so."

Not taking the hint, the woman leaned over him, her hand stroking his shoulder. "Not even if I ask nice? Or are you the type that has to be convinced?" she purred.

Spike fought the urge to shove the persistent tart away. "Friendly warning, pet. I'm the type best left alone."

The woman let out a sultry chuckle, "Oh. I get it. You'd rather I slip into something more comfortable."

Spike felt it then; something he should have noticed sooner if he hadn't been so preoccupied. His gaze jerked to the woman's face and he recoiled at the yellow eyes and bared fangs. The vampire woman laughed at his reaction. So far, no one else noticed her transformation. Buffy did, though. Spike felt her alarm and knew she was hurrying down from the balcony.

"Should we pick off the crowd one by one?" the vampire woman suggested, "Or block the exits and ravish the place?"

"Get away from me," Spike growled, rising from his chair and backing up. As he'd hoped, the vampire followed. He was leading her to one of the rooms normally reserved for private celebrations. Fortunately, it was empty now.

The woman scoffed, "What's with the wallflower act? You didn't seem so shy when you were biting me."

Spike tensed, his mind whirling from her words.

"I'm not asking if you wanna be soulmates," she continued, "Just figured you'd wanna have some fun."

Spike shook his head in desperate denial. "No. You're lying!"

His fist lashed out and knocked the younger vamp to the floor. She glared up at him. "Was that all I was to you? A one-bite stand?"

She leapt to her feet and came at him. Buffy chose that moment to burst into the room, stake in hand. Before the startled vampire could react, Spike grabbed her and held her still while Buffy drove the stake through the vamp's chest. The vampire woman screeched as she disintegrated.

Spike numbly stared down at the pile of dust at his feet. "She said I sired her."

Buffy looked at him, apprehensive. "Do you remember her?"

He slowly shook her head. "Never seen her before," but he didn't sound very convinced.

Buffy put away the stake, then reached for his arm. "Come on. We still gotta find that girl."

As soon as they stepped back into the main part of the club, Spike froze. "I see her."

"Where?" Buffy looked where he pointed and saw a young woman with shoulder-length blonde hair sipping a margarita at the bar. She gaped when the woman turned her head just enough to make out her features. "Oh, my god."

"You know her?" Spike asked, surprised.

Buffy nodded, wide-eyed. "It's Amy."

"Amy?" Spike frowned, "As in the former rat Amy?"

Buffy's expression hardened. She marched over to the blonde and grabbed her by the shoulder, almost yanking her off the bar stool when she forced her to turn around.

"Buffy!" Amy smiled in what appeared to be genuine delight, "What're you doing here? I haven't seen you in—"

"Cut the crap, Amy," Buffy snapped, "What'd you do?"

"Do?" the witch blinked, then noticed Spike standing behind the Slayer. A slow grin spread across her face. "Well, hello again. Don't tell me Buffy's the lucky girlfriend you were talking about."

"You remember talkin' to me."

"Sure," Amy's grin turned flirtatious, "You're a memorable guy."

"Care to tell us what happened?" Buffy asked, an edge in her voice, "Seems Spike's having trouble remembering last night."

"Really? Huh," Amy quirked an eyebrow at the vampire, "Didn't think you had that much to drink."

"He's been forgetting a lot of nights," Buffy interjected, "And I'm starting to think you had something to do with it." Her grip tightened on the blonde's shoulder. Amy winced.

"Look, we just talked," the witch said, "Spike was a perfect gentleman. He even offered to walk me home."

"Then what?" Spike pressed.

Amy shrugged. "Nothing. We said our goodbyes and my front door and you went on your merry way."

"That's it?" Buffy asked, "Nothing else happened? No run-ins with, say, a couple of muggers?"

Amy pressed her lips together and slowly shook her head, "Mmm, nope." Her response was less than convincing.

Buffy's smile was even less convincing. "Tell you what," she jerked the other woman to her feet, "Why don't you show us the way you guys took to get to your house. Maybe it'll jog Spike's memory."

"Sure," Amy smiled, all innocent helpfulness, "Not a problem."

The couple watched in suspicion as she settled her bar tab and shouldered her purse. They followed her out of The Bronze and let her lead them down the same route she and Spike had taken the other night. As they neared the area where Buffy had found the dying man, the tension thickened. There were a couple of dark stains on the pavement; the only reminder of what had happened. Amy gazed at them in mild curiosity. "Funny," she said airily, "I would've expected a lot more blood. But then, Spike did drink a lot."

Buffy froze, fists clenched at her sides. "So, you did have something to do with this."

Amy chuckled, the fingers of her right hand playing with the medallion she wore around her neck. "Oh, Buffy. I had everything to do with this. And a lot more." She began to mutter words in an unfamiliar language.

Buffy knew witches and funny languages always meant trouble. She was about to lay in on Amy when a blow to the back of her head sent her sprawling on the ground. Dazed, she rolled onto her back and stared up at her assailant. "Spike..."

The vampire's face was expressionless. With lightning speed, he kicked out, his boot connecting with the Slayer's head before she could react. The last thing she saw before everything went back was Amy's smug grin and Spike's cold, violet gaze.

Amy looked contritely at the being before her. It had chosen to wear the form of Spike this time. His handsome features were creased with annoyance. "There's an order," it said coolly, "The Slayer's not in order."

"It's not my fault," Amy insisted, though not aggressively, "Buffy got suspicious and tracked me down."

Not-Spike's scowl deepened. When it went to Buffy as Merrick, it hadn't intended for her to come looking for the witch. It had only wanted to sow doubt between her and her vampire lover. Obviously, it underestimated the depth of their bond.

"Well," it sighed philosophically, "it can't hurt to play. Get your claws in the mouse, you know?" The First smirked.

Eager, Amy reached for her medallion and recited the chant. Her gaze went to the door leading to the basement of the house she and Not-Spike were standing in. When she looked back, she discovered the First had disappeared. Probably wanted to get a front row seat for what was about to take place. Amy grinned, "Enjoy the show."

Moments earlier...

Buffy groaned as consciousness returned. Her head throbbed. She managed to sit up and cradled her head in her hands for a few seconds, then looked up to take in her surroundings. She was sitting on an earthen floor in what looked like some kind of basement. There were old shelves and various items scattered around, tools and typical basement clutter. Spike sat a short distance from her, back to the wall, hugging his knees. Buffy slowly got to her feet, her wary gaze never leaving him. "Spike?"

"I've been remembering," he said, a faint tremor in his voice, "The girl, the one you saw with me on the promenade...I think I killed her. And I think I—I think I killed the lady who lived here. And...And there might be others."

Buffy stared at him, horrified. "Oh, my god."

Spike stood, his movements slow so as not to alarm her. He walked to a certain spot and pointed at the floor. "Here. I-I think I buried them here."

"Spike," Buffy croaked, "Why?"

"Well, I don't know, do I?" he cried, finally losing what little control he had, "I don't even know how! I shouldn't be able—" He froze suddenly, emotion draining from his expression, while Buffy felt that same, eerie calm settle over the link. She watched in alarm as Spike's eyes changed from their usual bright blue to an unnatural violet.

A noise dragged her attention downward and she saw several pairs of hands burst through the packed dirt of the floor. Spike's victims were waking.

Unseen by the Slayer, the First sat on the basement stairs and smiled in anticipation. "And it's just about to get fun."

Half a dozen fledgelings emerged from the ground and attacked. Buffy fought them, but they managed to overwhelm her with their numbers. Two of them grabbed her by the arms and held her between them, facing Spike.

The First murmured in Spike's ear, "You know what I want you to do. They're waiting for you. Take her. Taste her. Make her weak."

Spike glanced at his doppelganger, then closed the distance between him and the trapped Slayer.

Buffy struggled against the vampires' hold. "Spike, listen to me," she pleaded, "You don't wanna do this!"

She threw her emotions at him through the link, but that strange calm didn't falter. He was like a sleepwalker. Spike slipped into gameface, his violet eyes gazing intently at her vulnerable neck. He grabbed her by the hair and pulled her head back, baring her throat to him. Buffy stifled a whimper as Spike leaned in. His fangs pierced the left side of her neck, opposite to her Claim mark.

When the first gush of blood hit his tongue, Spike was suddenly assaulted by a wave of images; memories of attacking, killing, feeding. Sometimes taking two or three victims in a night. All within the last few weeks.

Spike reared back with a gasp, his face once again human. The violet faded from his terrified eyes. He staggered back, fell to the floor. "I...I remember."

Buffy kicked out at the vampires restraining her, knocking them away. Free, she grabbed a shovel leaning against a nearby wall and used it to strike away the attacking vamps. The blade end of the shovel snapped away, leaving her with a crude wooden spear. Buffy jabbed out with the splintered end, dusting one fledgeling after another in quick succession. Just when she thought she'd gotten them all, she saw another vamp clawing its way out of the floor. She hurried over and pulled it the rest of the way out so she could get to its heart. She saw that it was the old woman who'd once lived in this house. "Sorry, ma'am," she apologized, stabbing the creature with the makeshift spear, "But it's my job."

The First shook its head in disappointment. It had hoped to weaken the Slayer so that she wouldn't be a threat to its plans. But now she would be on her guard. Cutting its losses, the First left the basement and ordered Amy to get away while she could.

Buffy tossed aside the weapon and crouched before the distraught vampire, cradling his face in her hands. "It's okay," she soothed, "It'll be okay. We'll figure out how Amy controlled you and stop her from ever doing it again."

Spike squeezed his eyes shut. The guilt he felt from all the deaths he'd caused threatened to overwhelm him. Buffy tried to get him to look at her. "Spike, this isn't your fault."

"No," he tried to pull away from her, "I've killed, and I can feel 'em. I can feel every one of 'em."

Tears stung Buffy's eyes. She ran her fingers through his white-blonde hair, pressed her forehead to his. "This isn't just Amy," she voiced her suspicion, "There's something playing with us. All of us."

Hearing this, Spike opened his eyes. The anguish in them almost made Buffy weep. "What is it?" he asked, helpless, "Why is it doin' this to me?"

"I don't know. But it's not gonna get away with it." Buffy rose, her face set in determination, and pulled Spike to his feet. "We'll figure out what's doing this," she stated with conviction, "Then we'll make it regret ever coming after us."

Clutching each other tightly, the couple made their way up the basement stairs.