A/N: Whew! I think this is the longest chapter I've ever written. There was a lot more plot to cover in this episode than I expected. But I think it was worth the effort. Enjoy!

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

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

You'll know when this is done

If you comprehend

The calculated hate in subtlety

So know that I'm the one

Come to bring the end

Poisoning your safety

Deep down inside you

Too far to undo

When all your confidence dies

You feel it burning

Twisting and turning

I hope it eats you alive

-Blue Stahli, "Doubt"

Buffy enjoyed the quiet late at night, all the Potentials sound asleep, their constant chatter and stomping feet absent for a few peaceful hours. The house was more crowded than ever now. Many were forced to bed down on the living room floor. Buffy walked in to check on them, picked up a book somebody left on the floor and put it on a nearby table. Seeing that everyone was sound asleep, she went upstairs to check on those who were packed into the bedrooms. In the first room she came to, Tara and Willow were curled up in bed together, half a dozen Potentials scattered around the floorspace. In the next, Dawn shared her bed with one of the girls, with still more curled up on her bedroom floor. Everyone seemed fine...until Buffy heard quiet sobbing. She turned, saw a girl sitting alone in the hall, knees tightly drawn to her chest and quietly weeping.

"Chloe?" Buffy took a tentative step closer to the girl. "I-It is Chloe, right?"

The girl lifted her head and stared at her with hopeless, teary eyes.

Something slammed into Buffy's side, sent her caroming down the stairs. Whatever it was scrambled after her as she tumbled down to the first floor landing. As Buffy's back hit the floor, her attacker leapt onto her, arms to either side of her head, caging her in. Buffy gaped up at the painted, feral snarl of the Primitive, the very first of the Slayers.

"It's not enough."

Buffy woke with a gasp, sat up in bed. All around her, taking up every inch of space in her room, the Potentials slumbered undisturbed. Beside her, Spike rolled onto his side and slipped an arm around her waist, sensing her anxiety even in his sleep. Buffy took a deep, calming breath and forced herself to lie back down. She let the sleeping vampire pull her close, waited for her racing heartbeat to slow. But even when she found herself drifting off again, the Primitive's words stayed with her. It's not enough...

Spike knew something was bothering Buffy. She seemed restless, like she was waiting for some new disaster to strike. She wouldn't talk about it, though, much to the vampire's frustration. As if he didn't have enough aggravation, what with the invasion of the teen amazons. Lately he'd taken to hiding out in the basement during the daytime just to get a few minutes of peace. It was either that or start biting the ones that irritated him the most, and that wouldn't go over well, that's for bloody sure. Nights were better. He could leave the house, spend some much-needed time in the company of the non-female persuasion. Most nights, anyway.

"I'm a bright girl," Anya griped, "Good education. Quick on the uptake. So tell me, why in the name of almighty Grothnar would I let myself become human again?"

"You're really talkin' to the wrong fella," Spike replied, wondering yet again what possessed him to invite her along for a night of drinking.

"I mean, sure, the vengeance demon gig has some downsides."

Spike shrugged philosophically. "All jobs do."

"I mean, being human—ugh!" she grimaced at a passerby, "You're always icky on the inside, disgusting on the outside."

"Your outside's not so bad," Spike said, hoping a little harmless flirting might tone down the whinging.

Anya lowered her eyes bashfully. Bloody hell, this bird really was starved for attention.

"You know, the only thing worse than being human is being trapped inside a house full of humans," she said.

Spike chuckled, "Preachin' to the choir, pet."

"I mean, It's like we live in Slayer Central," Anya declared, "I swear, i-if Buffy rooms or boards one more of the Potential girls, I'm gonna call a—I'm gonna call a health inspector."

"I like my plan better," Spike countered, "Get up, get out, get drunk. Repeat as needed. It's just more elegant."

He almost jumped when Anya linked her arm with his. "Thanks for havin' me along."

"Don't mention it," he replied neutrally.

"At first I thought, it's weird. Is Spike asking me out on a date? 'Cause that would just be..." noticing the look he was giving her, Anya withdrew her arm and gave an awkward laugh, "...nuts. What with you shackin' up with Buffy and all."

"Right. I'm just out for the alcohol," he stated firmly.

"Right there with you, scooter," Anya replied with false cheeriness, "Tonight, I plan to drink you under the table."

"You're on, then."

"Good." They strolled on for another half block, then the former vengeance demon abruptly stopped and asked, "Is it because you think I'm fat?"

"What?" Spike sputtered, thrown off by the apparent non sequitur.

"Or the hair. Is it the hair?" she tugged at one of her dyed blonde locks, "Is that why nobody finds me attractive?"

"R-Ridiculous. The do's quite fetching," the vampire stammered, baffled by the turn the conversation had taken.

"Then why the hell does every male in this lousy town treat me like a leper?" Anya cried, head thrown back and arms flung out.

Spike glanced over her shoulder and heaved a sigh, "Oh, thank god."

"What?"

"Demon."

Anya squeaked as a large, scaly monster grabbed her from behind and threw her down to the pavement. "D'Hoffryn says you die!" it roared.

"Of course he does." Spike's fist smashed into the demon's jaw. Another punch sent it sprawling. Spike hesitated over the dazed would-be assassin, then grabbed Anya and half-dragged her along as they ran back to the safety of the house on Revello Drive.

The Hellmouth was stirring, and its affects could be felt all through the high school. Incidents of aggression—fights and vandalism—were on the rise. And it was only gonna get worse.

"Was it like this before?" Principal Wood asked, "I mean, it just seems to me as if things are getting bad faster than we thought."

"We're a little ahead of schedule," Buffy agreed. Truth was, she felt as if they were sitting on a volcano that was about to blow.

"I can't say I'm too surprised," the principal sighed, "I knew I signed on for somethin'. But, Buffy, I'm just a guy. Granted, a cool and sexy vampire-fightin' guy, but still..."

Buffy grinned, "Don't forget snappy dresser."

Wood modestly bowed his head. "Thank you. But this is gonna get bigger than me." He reached for something by his feet, set it on Buffy's desk. "That's why I've decided to give you this."

It looked like a duffel bag. An old one, made of leather. Buffy eyed it curiously. "What is it?"

"An emergency kit," Wood explained, "This bag belonged to my mother."

Buffy's interest grew. "A Slayer keepsake? I-I couldn't."

"No, you have to," he insisted, "Technically, it should've been passed down directly to you through the years, but after my mother died, I guess I just couldn't part with it." He laid a possessive hand on it, his expression somber. "I don't know what's inside, exactly, but I know it has something to do with her power. Well, your power, now."

Buffy was moved by the gesture. "I-I don't know what to say."

Wood smiled, "Try saying, 'Thank you, Principal Wood.'"

"Thank you, Principal Wood," Buffy repeated cheekily.

The principal waved it off. "Ah, call me Robin. And now I'd like to see where you work."

Buffy blinked, "Uh, here, actually. Uh, th-this is my desk, and, uh," she picked up her pencil cup, "these are my pencils."

Robin smiled, amused. "No. Where you do your other work."

Right, well, she'd already decided to trust him. She supposed now was as good a time as any to show him the operation, such as it was. She filled Robin in on the events of the past few months as they rode in his car to her house. She finished as they entered through the front door, "So, all the Potential Slayers—who seem to keep popping up from, like, every corner of the earth—were getting killed by agents of the First. We thought the Council could protect them, but unfortunately, no one was protecting the Council, and all their Watchers were killed. Word got out, and they've all been comin' here since."

"There's nothin' like the end of the world to bring people together," Robin mused.

Buffy's mouth twisted in a wry smirk. "Heartwarming. Anyway, this is, uh, command central," she indicated the living room with a sweep of her arm. Rolled-up sleeping bags, clothes, and some personal items cluttered the tables and out-of-the-way corners of the room. Thank god for Goodwill. That and the money Spike had saved up last year when Buffy's finances got really shaky. She hadn't accepted the money at the time, because it wasn't legally earned, but after the first grocery bill nearly caused Buffy to have a stroke, her moral inhibitions became quite a bit more lax.

Andrew suddenly appeared from the kitchen, wearing an apron and oven mitts. He crossed his arms and glared at the Slayer. "Where the hell have you been?" he snapped, sounding like an overwrought housewife, "This funnel cake is kicking my ass."

"Yeah, I hear they're tricky," Wood responded without batting an eye.

Buffy grimaced and reluctantly made introductions, "Robin Wood, this is Andrew. Andrew is our... Actually, he's our hostage."

"I like to think of myself more as a 'guestage,'" Andrew made air quotes with his mitted hands.

Robin quirked an eyebrow. "So you—you hold him here against his will?"

"Well, he was evil, and people got killed," Buffy answered, a bit weakly, "A-And now he bakes. It's a thing."

"Could we try to just keep our secret headquarters a little bit secret?" Andrew admonished, "You keep bringin' people in, they're gonna see everything. They'll see the...big board."

"Andrew," Buffy spoke to him as if he were a child, "we don't have a big board."

Andrew hurried out of the room and returned a second later clutching a large whiteboard covered in illustrations. "I, uh, made it myself," he declared with obvious pride. It was even labeled Sunnydale "Big Board."

"Oh, I wouldn't have guessed," Robin drawled while Buffy did a facepalm.

"Uh, this is us," Andrew pointed at a drawing of a castle with the letters HQ beside it, "And this represents the First in various incarnations," drawing of a screaming devil face, "And, uh, there's no pattern to the naked eye, yet. But the instant one emerges, yours truly is on it."

Buffy and Robin didn't say a word, just looked at each other and silently left the room. Andrew called after them, "Where do we put our receipts?"

"You'll have to forgive Andrew," Buffy sighed as she led Robin out onto the back patio, "Or not. Your call. We do have a lot more working for us than just the, uh, big board."

"So I see."

A little over twenty girls were going through their exercise drills in the backyard. They stood in orderly rows while Kennedy, acting very much the drill sergeant, shouted instructions to them. "Punch-block combo! Cross, block, kick! Chamber your energy. Punch-block combo! Hold it!" She stormed over to one of the girls who'd messed up in the last maneuver. Buffy noticed that it was Chloe.

"What the hell do you call that, Potential?" Kennedy snapped in the girl's face, "Try that in the field, and you are dead. Drop and give me twenty."

Chloe's brow furrowed. "Twenty what?"

Kennedy scowled. "Pushups, maggot!"

As the Potential did her pushups while the others stood at attention, Kennedy walked over to where Buffy and Robin observed them. As soon as she was close, Kennedy dropped the whole drill sergeant act and gushed in excitement, "I love this job! Did you see that? I called that girl maggot." She seemed to notice Robin for the first time. "Hi. Who the hell are you?"

"An ally," Buffy answered for him.

"So, what d'you think?" Kennedy challenged, "My girls ready to kick some ass, or what?"

"Looking strong," Wood conceded, "But I'm just not sure the First has an ass you can actually, y'know, kick."

"I guess we'll see," a confident Kennedy retorted.

"Principal Wood, hi!" Amanda waved excitedly from her spot in the group, "It's so weird seeing you outside of school."

"What are you waving at, Potential?" Kennedy barked. Amanda hastily returned to formation and the exercises continued.

"You're right," Buffy said in a subdued voice, watching the girls, "It's not enough."

Robin looked at her. "That's not what I said, Buffy. It's an impressive group of recruits."

"They're not recruits. Recruits are...recruited. These girls were chosen."

Sensing her misgivings, Wood tried to reassure her, "You're doin' the best you can with what you've got."

Buffy pursed her lips. "They're not all gonna make it. Some will die, and nothing I can do will stop that."

Willow stepped through the backdoor with an armload of weapons, including a crossbow and stakes. She froze when she saw the principal and frantically came up with a reason for the apparent militaristic training regimen. "Oh, hi. Hey! Well, Buffy, I-I see that your preparation for the school...pep-dance-cheer-drill contest are-are coming along," she grinned nervously, "Bring it on!"

Buffy managed not to laugh. "It's okay. I filled him in on everything."

"Oh, thank god," the redhead heaved a sigh of relief, "If I had to explain all these weapons, I had nothing." She set the items down on the patio table.

Robin said to her, "Buffy tells me you've been, uh—Oh, how shall I put it? Experimenting." At Willow's and Buffy's wary looks, he quickly added, "With the magics."

"Oh, yeah," Willow laughed, "Nothing too heavy, though. Just the lighter, safer stuff." She turned to address Buffy, "I-If Kennedy asks, her pointy stuff's right there. See ya inside." She glanced at Robin, grinned. "So much cooler than Snyder." She vanished back into the house.

"She really one of the most powerful witches in the world?" Wood asked, dismayed, "Remind me not to make her crabby."

"Might be better if ya did," Buffy murmured.

"How's that work?"

"It's just..." she shrugged, uncertain, "The First is coming, and look at us. We've got a bunch of fighters with nothing to hit, a Wicca who won't-a, and the brains of our operation wears oven mitts."

"Well, you're redefining the job, Buffy. And that takes guts."

Buffy smiled, grateful for his positive spin on things.

"This isn't your full arsenal, anyway," Robin's voice took on a faint but noticeable edge, "Show me the vampire."

Buffy was hesitant, but she knew if she wanted Robin on her team, he and Spike would have to learn to at least tolerate each other. She couldn't keep them separated forever. "C'mon. He's hiding out in the basement right now."

Spike wasn't alone, as it turned out. Anya was down there giving him the third degree about something.

"But you just let him go!"

"After saving your life," the exasperated vampire argued.

"For now," Anya huffed, "That was one of D'Hoffryn's killers, Spike. He won't stop coming 'til he kills me."

"Yet here you are, walkin', talkin'...annoyin'." He rolled his eyes.

"But you fought like such a 'wimpire,' what with the lifting and the running," the former demon griped, "Why not just kill him?"

"Anya, think. I fight, demon boy gets lucky, I get knocked out, you get killed. True?" At her angry sigh, Spike continued in a reasonable tone, "We both know the safest and sanest way of saving your life is to keep you with me, away from danger."

Anya scoffed and stormed past him, squeezed by Robin and Buffy to stomp up the stairs to the basement's exit.

Spike threw his arms up in frustration. "No need to thank me! I'm just the one who beat him off." He frowned, then said to Buffy, "'Repelled him' would perhaps be the better phrase." He gave an awkward shrug. "Demon."

"Figured," Buffy smirked, though the argument had troubled her. Mostly because Anya had a point; it wasn't like Spike to run away from a fight, no matter how sensible retreat might be. It was yet another instance of the vampire behaving out of character, cautious instead of impulsive. And it bothered her a lot more than she let on.

"I hope we're not intruding," Robin spoke up. He strode farther into the basement and pretended to examine some of the training equipment.

"Not a bit," Spike's cool gaze regarded him, "Just what brings our good principal to this neck of the gloom?"

"I'm showing him our operation. Us," Buffy explained.

"Fine by me," the vampire responded calmly, "Big fight against evil comin' up. The more good guys we've got, the longer we'll all live." While he sounded sincere, Buffy knew him well enough to realize he was putting on a show. She felt his distrust for Robin through the link, but also his resolve to push that distrust aside for her sake.

"Is that what you are?" Robin asked, sounding almost conversational, "A good guy?"

Spike's mouth stretched into a thin smile. "I haven't heard any complaints. Well, I have heard a few complaints over the years, but then I just killed whoever spoke up, and that was pretty much that."

"He's joking," Buffy hastened to assure the principal.

Robin's expression didn't change. "No, he's not."

"No, I'm not," Spike agreed, "But that's the old me I'm talkin' about."

Robin stepped a bit closer to the vampire. "Why don't you tell me about that?"

Spike shrugged, "Not much to tell. I've changed."

"Ah," Robin smiled; it didn't reach his eyes, "Now that you have a soul."

Spike drew back in surprise. "Yeah. That was a big deal. Very...private," he turned to Buffy, "What, are you just tellin' everyone now?"

"Oh, come on, Spike," Robin cajoled, "Don't blame Buffy. I asked."

Spike looked at him. "Right. The educator," he muttered.

Buffy tensed as he closed the distance between himself and Wood. He obviously picked up on Robin's hostility, and Spike never responded well to that. The two men's gazes bore into each other, the tension mounting between them.

"Yeah," Spike drawled, "got myself a soul. Whatever that means. And now I'm unique." He smirked. "Well, more or less."

"And how's that workin' out for ya?" Robin asked.

"In progress," was Spike's terse reply.

"Well, you've had some time," Robin remarked, "You've been in Sunnydale, what?"

"Years."

"How many?"

"A few."

"Before that?

"Around."

Their postures became increasingly aggressive. Buffy realized it was time to step in before things escalated.

"I think we'd better go back upstairs," she suggested to the principal.

Without breaking their staring contest, Spike grinned and responded, "Right. Give him the full tour." He leaned a little closer to Robin and whispered suggestively, "You don't wanna miss a look at her weapons chest."

Buffy closed her eyes and heaved a frustrated sigh, then she and Robin left the basement together, leaving Spike to growl at himself in self-rebuke. "Oh, nicely handled, Spike, you soddin' pillock."

Buffy returned a while later, after Wood left. She glared at the chastened vampire, her arms crossed. "So, was that your idea of acting civil towards the newest member of our very small army?"

"He started it," Spike muttered, then winced at his childishness. "I mean, the bloke obviously has it in for me."

"You're a vampire! He's a demon hunter! Of course there's gonna be friction," she snapped, "I was just hoping you could be the mature one, for once. Don't give him an excuse—"

"He doesn't need a bloody excuse," Spike countered, "He's never gonna trust me, and I bloody well won't trust him."

Buffy sighed, pinched the bridge of her nose. "Please, just...try, okay? We're already outmatched as it is."

Spike felt a twinge of guilt, an emotion he still didn't quite have a handle on. He shouldn't be adding to Buffy's already overwhelming stress. He walked over and rested his hands on her hips. "Sorry, luv. I'll try to dial back on the alpha male rubbish."

Buffy mustered a faint smile and placed her hands against his chest. "I'll let Robin know the same goes for him. Might help if you two keep your distance from each other."

"Works for me." Spike ignored the slight twinge at hearing Buffy refer to the principal by his first name. He pressed a kiss to her forehead. "Think you're up for patrol tonight?"

Buffy considered it; time away from the house would do her some good. "Long as there aren't any last-minute emergencies."

Spike nodded. That would have to be good enough.

Spike helped Buffy lay out the sleeping bags in their room later that night. He chafed at the thought of having to share their personal space with so many others, but it wasn't like they had a lot of choice. Dawn was there as well, in full Junior Watcher mode, "So, I took a look inside that emergency bag of Principal Wood's. It smelled weird. Kinda like Grandma's closet, but worse."

Buffy raised her eyebrows. "I didn't know that was possible. Anything we could use?"

"Trinkets, weapons, one very large textbook," Dawn held up said book, flipping through a few tissue-thin pages, "Translation's gonna be a bitch. Did you know the ancient Sumerians did not speak English?"

Spike feigned shock, "They're worse than the French!"

Buffy laughed, then asked her sister if there was anything else.

"Uh, yeah," Dawn replied, "A box. A big, fat, unopenable box. I'm betting whatever the big deal about this emergency bag is, you'll find it in the box."

"Good. Keep on it." Buffy tossed down the last pillow, then she and Spike made their way to the next room, Dawn trailing behind. "Don't you have any real homework?" Buffy asked.

"Well, I've got a system. It's called flunking out. No, just kidding!" the teen giggled, "I'm paying someone to do my work. I'm kidding!"

Spike grinned as Buffy rolled her eyes.

Snickering, Dawn teased, "I love to see your eyeballs change color when you think I'm gonna flunk—" The teen let out a horrified gasp when Buffy opened the next bedroom's door. A girl was hanging from the light fixture, a bedsheet knotted around her throat, an overturned nightstand under her dangling feet. Even Spike froze at the sight. Buffy's throat tightened as she recognized the girl as Chloe. She was even wearing the same pajamas from her dream.

Behind them, the door across the hall opened and half a dozen Potentials rushed out. "What happened?" Kennedy blurted, "We heard—" She cut herself short with a gasp of her own. All the girls stared wide-eyed at Chloe's body.

Buffy's shock gave way to a smoldering rage. "Dawn, get a knife," she all but snarled, "I'm cutting her down."

"Good thinking."

Everyone gaped at Chloe's doppelganger smiling beside her hanging corpse. "But, on the other hand, why rush? Up or down, I'll still be dead."

A muscle in Spike's cheek jumped. "You're not Chloe," he growled.

"Yeah, well, neither is she anymore," the First countered, "Now she's just...Chloe's body."

"What did you do to her?" Kennedy yelled.

Not-Chloe held up its hands in protest. "Nothing! We just talked all night," its smile turned sinister, "Well, I did most of the talking. But Chloe is—I'm sorry, was—a good listener. 'Til she hanged herself. Like when you called her maggot. She really heard that."

Kennedy flinched.

"Don't listen to it, any of you," Buffy admonished.

The First scoffed, "Oh, let 'em. The only reason why Chloe offed herself is 'cause she knew what you're not getting. I'm coming. You're going. All this, it's almost over."

"We'll be here," Buffy swore.

The apparition quirked an eyebrow. "All of you? But wait, I thought—" its voice suddenly switched to Buffy's, repeating the words she said to Robin earlier that day, "They're not all gonna make it. Some will die, and there's nothing I can do that will stop it." It grinned at their reactions. "Hey, I didn't say it. But I'll be seeing all of you. One by one." With a cheerful wave, it chirped, "TTFN!" and vanished in a flash.

Spike frowned. "TTFN?"

"Ta-ta for now," Rona answered, "It's what Tigger says when he leaves."

Amanda said in a tiny voice, "Chloe loved Winnie the Pooh."

Buffy looked at the girls, saw the grief setting in. Several of them were openly weeping. Buffy grimly set her jaw. "Dawn, where's that knife?"

They cut Chloe down and wrapped her in a blanket. Spike carried the body over his shoulder, Buffy got a lantern and shovel from the garden shed, and the two of them made their way to the isolated plot of land where Annabelle had already been buried. Spike laid the body down on the ground. "I'll start digging."

"No." Buffy drove the shovel's blade into the earth, pulled up a thick clump of grass and tangled roots. As she dug, Spike leaned against a nearby tree and smoked a cigarette. Rage and anguish came off Buffy in waves, making the vampire's stomach churn. When the hole was deep enough, Spike tossed the cigarette butt aside and moved to help place the body into the grave.

"I got it," Buffy bit out, dragging the body towards the hole. Spike ignored her and leaned down to lift the other end. Buffy shoved him away. "I said I got it!"

"Hey!" Spike glared, "I'm only helpin', luv."

"Helping?" Buffy sneered, "Are you really that clueless? Look at her!" She pointed at the body lying in its freshly dug grave. "She's dead. And it's not because of demons or Bringers. All the First did was talk to her. That's it! We're just—We're just a pathetic joke to it." She brushed a shaking hand across her forehead, leaving a smear of dirt behind. "This isn't a war. It's not even target practice. I was wrong when I said not all of us are gonna make it. None of us are gonna make it, at this rate."

Spike reached out to grip her shoulder. "We can only do the best we can with what we've got, Buffy."

She shrugged his hand off, lifted her gaze to scowl at him. "But we're not, are we?"

Spike blinked.

"That spat you and Anya had in the basement," she reminded him, "Since when do you run away from a fight?"

"What the bloody hell are you talking about? I had to get Anya to safety," Spike argued, "It was the smartest move."

"Oh, please!" Buffy scoffed, "You're not holding back 'cause you suddenly got sensible. You ran off because you lost your nerve. Ever since I dragged you out of the First's lair—it might not've broken you, but it sure as hell took away your backbone." She got in his face, her expression bordering on contempt. "Playing it safe, running off and hiding like a scared little boy. If the Spike I knew five years ago saw what he'd turn into, he'd stake himself."

Spike tensed at her harsh words. It wasn't what she said that hurt so much as the truth of it. Somewhere along the line he'd let himself become so much less than he used to be.

Buffy stepped back, her initial anger fading into remorse. She looked away, her lips pressed together in a thin line. "I'm sor—"

"No," Spike interrupted, something in his voice prompting her to meet his gaze, "You're right. None of us are bringin' our A-game." A muscle in his cheek jumped. "Including you."

"What do you mean?" she frowned, "I've been giving everything I have to this."

"Not where it counts," he argued, "You wanna get everyone to quit holdin' back, you gotta stop coddling them. You gotta get in their faces like you just did with me. And not just with the Potentials. The Scoobies, Giles, Dawn, everyone. They need a leader, Buffy. Not a friend."

Buffy swallowed, nodded. She knew all this; had known for some time. But she kept shying away from what had to be done because...she didn't want to hurt her friends' feelings. She didn't want to make them mad at her. Now she had to push her misgivings aside. She couldn't be an effective leader and be a friend. She just hoped the others understood that, eventually.

Giles might, if he were there. But he was off collecting yet another Potential on the other side of the country. Buffy knew she would miss his support tonight. But maybe it was for the best; she had to learn to stand on her own.

Spike wordlessly picked up the shovel and began filling in the grave. Buffy stood with her arms crossed, watching him and thinking about what she would have to do when the returned to the house. Everyone would be in mourning for Chloe, and letting the doubts the First stirred up percolate in their minds. She couldn't let them have the luxury of grieving. She had to get them angry, get them motivated. She had to start leading.

Buffy and Spike returned to find everyone gathered in the living room. Most of the girls were still in their pajamas. A lot of them were crying or comforting each other.

Buffy strode to the front of the room beside the fireplace, still clutching the shovel in one hand. Spike remained by the door, leaning against the wall with his arms crossed. He knew what was about to go down—Buffy had talked to him about it on the walk back—and he knew his part. He watched and waited for his moment.

" Anyone wanna say a few words about Chloe?" Buffy asked. When no one spoke up, she said, "Let me." Then her expression hardened, and her voice when cold, "Chloe was an idiot. Chloe was stupid. She was weak. Anyone in a rush to be the next dead body I bury, it's easy. Just think of Chloe and do what she did, and I'll find room for you next to her and Annabelle."

She definitely had their attention now. All eyes were on her, faces set in varying degrees of shock. A few were already starting to get angry. Buffy kept pushing, "I'm a Slayer, the one with the power. And the First has me using that power to dig our graves!" She flung down the shovel. "I've been carrying you—all of you—too far, too long. Ride's over."

Kennedy leapt to her feet. "You're out of line!"

"No, she's not," the ever-faithful Willow quietly disagreed.

"You're gonna let her talk to you like that?" the Potential exclaimed, "Willow, she's not even the most powerful one in this room. With you here, she's not close." Kennedy glared at the Slayer in challenge.

"You're new here," Buffy stated bluntly, "and you're wrong. Because I use the power that I have. The rest of you are just waiting for me."

Xander spoke up, "Well, yeah, but only because you kind of told us to. You're our leader, Buffy. As in 'follow the.'"

"Well, from now on, I'm your leader, as in 'do what I say.'"

"Jawohl!" Xander exclaimed in typical knee-jerk sarcasm, "But let's not try to forget, we're also your friends."

"I'm not," Anya couldn't resist mentioning.

Buffy turned to glare at the ex-vengeance demon. "Then why are you here? Aside from getting rescued, what is it that you do?"

Anya squirmed at the unexpected confrontation. "I—I provide much needed...sarcasm."

"You're here because you're scared," Buffy stated.

"Same goes for everyone in this room," Xander pointed out.

"Fine," Buffy replied tersely, "Anya, all of you, be as scared as you'd like. Just be useful while you're at it."

"Come on, Buffy," Willow tried to reason, "You know everyone here is doing everything they can."

But they weren't, and that was the problem.

"And the First isn't impressed," Buffy countered, "It already knows us. It knows what we can do, and it's laughing. You wanna surprise the enemy? Surprise yourselves. Force yourself to do what can't be done, or else we are not an army. We're just a bunch of girls waiting to be picked off and buried."

The rising tension in the room was palpable. It made the hairs on the back of Spike's neck stand on end. Already he noticed more than a few resentful glances cast his way. He knew what they were thinking; the Slayer's pet vampire didn't have to worry about getting chewed out like the rest of them. He and Buffy both knew that would happen. Time to prove otherwise.

"Where are you going?" Buffy called out as Spike made to leave.

"Out," he answered simply, "Since I'm neither a girl, nor waiting, all this speechifying doesn't really apply to me, does it?"

"Fine. Take a cellphone. That way, if I need someone to get weepy or whaled on, I can call you."

A ripple of surprise went through the room and Spike slowly turned to face her. "If you've got something to say—"

"I just said it," she snapped, "You keep holding back, you might as well walk out that door."

"Holding back?" his voice rose, incredulous, "You're blind! I've been here, right in it. Fighting, scrappin'."

"Since we rescued you from the First?" Her eyebrows rose in challenge.

Spike gritted his teeth. "Well, as a matter of fact, I haven't been quite relishing the kill the way I used to."

Buffy shook her head in disgust. "You were a better fighter then. I don't want the cowed Spike I'm looking at now. What I want is the Spike that's dangerous, the Spike that tried to kill me when we met."

"Oh, you don't know how close you are to bringing him out," he growled.

"I'm nowhere near him." Buffy marched towards the door. "Dawn, get the Potentials upstairs and break out that emergency kit."

"What're you gonna do?" the teen stammered.

"I'm declaring an emergency." Buffy's eyes met Spike's as she passed him. To everyone who looked, they saw anger and disappointment. In the link, however, their thoughts touched like two hands reaching out to clasp each other; Buffy in gratitude and apology, Spike in steadfast support.

As the Potentials were herded upstairs, Buffy went into the next room, picked up the phone, and dialed Robin Wood's number. Whatever was going to happen, she had a feeling she'd need all the help she could get.

The Potentials were all safely tucked away upstairs; all but Kennedy, who insisted on staying. Buffy was beginning to have second thoughts about making Kennedy "team captain" over the other girls. That little bit of power seemed to be going to her head, making her way too assertive for someone of her limited experience. But that was a problem for another time. Right now Buffy had more immediate concerns.

"That emergency bag's got some neat stuff in it," Dawn observed as the Scoobies emptied the ancient duffel, "Weapons, charms, advanced reading assignments."

Xander picked up some kind of ornate metal cup. "Yeah, cool stuff. But we've seen it all before."

"Not this we haven't," Anya's fingers brushed the mysterious box, "What's inside it?"

Robin shrugged. "I don't know. It hasn't been opened since—well, since now," he finished lamely as Buffy snapped the padlock off the box with minimal effort. She lifted the lid off the box and her friends began lifting out its contents. There was some kind of lazy susan-type contraption with a built-in oil lamp at its center. There were also several flat cutouts made of metal depicting various scenes and characters.

"These things are shadow-casters," Dawn explained, "You put them in motion, and they tell you a story." She read a passage from the Sumerian text, "It says, 'You can't just watch. You have to see.'"

"What the hell does that mean?" Anya asked.

"It's cryptic," Xander muttered, "I don't like it. Every time instructions get cryptic, someone gets hurt. Usually me."

"'You can't just watch. You have to see'?" Buffy frowned, puzzled, "See what?"

"That's where all my fancy translating skills break down," Dawn grimaced apologetically, "But I think it's an origin myth. The story of the very first Slayer."

At the mention of the Primitive, Buffy's eyes widened. "I-I saw her."

"You saw the first Slayer?" an intrigued Robin asked.

Buffy nodded. "The other night, in my dream. It's gotta mean something, right?"

Spike had remained silent through the entire conversation, standing apart from the group with his arms crossed. Now he spoke in a wry voice, "Looks like we're puttin' on a puppet show."

The set up the rotating stand, filled the lantern with oil, and lit the wick. Then they dimmed the lights. Dawn turned the page of the book and took a deep breath. "Okay. According to this, I think, you put on those puppet guys, one by one. They cast shadows, and the shadows tell the story." She translated the first line, only slightly hesitant, "'First, there is the earth.'"

Xander placed the first shadow caster onto the stand and the image of a hillscape with a sickle moon appeared on the far wall. Almost immediately, everyone's ears picked up the faint sound of drums.

"Wh-What's that sound?" Tara asked.

"Okay. So far, so creepy," Xander murmured, eyes gazing warily around.

Dawn continued translating, "'Then there came the demons.'"

The next puppet was a twisted, vaguely humanoid shape with claws, fangs, and horns. Something roared in the distance, making everyone's skins prickle.

"'After demons, there came men.'"

An image of three small figures, each bearing a staff. Buffy tensed; she'd seen this before—it was one of Michael Poole's drawings. Before she could say anything, Dawn read, "'Men found a girl.'"

Faint screams mingled with the demon roars and the steady drums.

"'The men took the girl to fight the demon—all demons. They...'" Dawn faltered, the words affecting her, "'They chained her to the earth.'"

An image of a long, sinuous chain with a shackle at one end.

"'And then...'" Dawn struggled, "'A-And then...' I...I-I can't read this. Something a-about darkness?"

"What about darkness?" Buffy asked.

The stand bearing the puppets began to rotate on its own, speeding ups. The shadows shifted, changed. They moved as if they were alive.

"It says, 'You cannot be shown. You cannot just watch, but you must see. See for yourself, but only if you're willing to make the exchange.'"

"When'd you get so good at Sumerian?" Xander wondered, watching as the shadow-girl cowered from the snarling demon. The chain slithered towards the girl and locked itself around her neck, holding her in place.

Dawn's wide eyes lifted from the book. "It's not in Sumerian anymore."

The screams and roars grew louder. The rotating stand spun faster. The shadows began to stretch and climb the walls, blotting out the weak light. Then there was a flare of brilliant blue-white light that engulfed the shadow-casters, and everything fell silent. The strange, shimmering light remained. Nobody said it, but they were all thinking the same thing; they had opened a portal to somewhere.

"But what does it mean?" Xander stammered.

Buffy gazed at the portal, a strange sense of calm coming over her. "It means I have to go in there."

"No, it doesn't!" Willow exclaimed, "Where does it say that? It doesn't say that!"

"Buffy, you don't even know what you're exchanging," Robin cautioned, "You don't even know if you're ready, yet."

"That's the point." Buffy glanced towards Spike, felt the vampire's trepidation, but also his support. The time for caution was over; it was time to be daring.

"No. Buffy," Willow pleaded, "we don't know where you're going or how we'll get you back."

"Buffy, you can't," Xander cried.

"How will we get you back?" Tara asked.

"Find a way." Buffy didn't giver herself a chance to second-guess herself. She took a graceful flying leap and dove into the portal. The instant she went through, the portal zapped closed, plunging the room into darkness.

Spike reeled, slammed his hand against the nearest wall to keep from falling over. For a moment, he thought he'd lost her completely. But then he felt it, the faintest trace of her through the link. She was still with him, albeit distant.

Anya's voice broke the stunned silence, "What was that about an exchange?"

As if on cue, there was a flash and a gust of wind, and they all found themselves confronting a massive demon with a thick grayish hide and black tusks jutting from its lower jaw.

"Ah, this must be the exchange student," Xander quipped, just before the demon grabbed him and flung him across the room. He landed on the coffee table, smashing it to splinters. Yet another piece of furniture destroyed.

Tara tried to utter some kind of spell, but the demon's arm struck her before she could finish. As Willow rushed to her girlfriend's side, Robin produced a handful of throwing stars seemingly from nowhere and flung them at the creature. The blades embedded themselves in the demon's thick hide, which only seemed to irritate it. Robin lashed out at the creature with several well-aimed kicks and punches. The demon snarled and knocked the demon hunter aside.

"Weapons!" Kennedy shouted. Dawn ran to the nearest weapons chest, tossed a sword to the Potential and grabbed one for herself. The two girls rushed towards the demon with their weapons raised. With unexpectedly swift reflexes, the demon caught both girls' wrists and twisted the swords from their grasps, then flung the girls away and sent them crashing into the sofa.

Spike leapt onto the demon's back and gripped its neck in a half-nelson. "Clear out of here! All of you!" he shouted, "Unless you wanna end up all dead and useless."

"What're you gonna do?" Kennedy yelled.

Spike punched the creature hard in the ribs, slammed its head into the wall. "What I do best."

The demon suddenly twisted around and grabbed the vampire by the neck. With a single powerful heave, Spike was sent crashing through the ceiling to land in a graceless heap on the floor of one of the second-story rooms. The demon then smashed its way through the French doors and then out the front entry to storm off into the night.

Buffy tumbled through the portal, the air knocked out of her when her body struck the ground. For a second she panicked; the link was gone! But no, there it was, little more than a thread. She couldn't tell what Spike was feeling, but she knew he was there. Just barely. Kind of impressive, considering she'd jumped into another dimension.

Reassured, Buffy slowly picked herself up and took in her surroundings. She was in a desert; dry, cracked earth, towering rock formations, cacti and clumps of scrub grass. She squinted in the blazing sunlight. "Well...guess that worked."

There was the vague impression of a path in front of her. With no better options in sight, Buffy began to follow it, wishing she'd thought to put on more sensible shoes beforehand. Definitely not the kind of terrain for high heels.

Spike woke with a groan. Someone was shaking him. He cracked open an eye and saw Dawn's anxious face hovering over him.

"A-Are you okay?" the teen stammered.

Spike winced as he slowly rose up to his knees. He noticed something in his periphery and turned his head to see the large hole his passage had left behind. He grunted, "'Parently, crashin' through the ceiling's what I do best."

"You're okay, though. Right?"

"I'm fine, Niblet." He mustered what he hoped was a reassuring smile. "Go on back to the others. I'll be down in a few. Soon as my bloody head stops ringin'."

Reluctantly, the girl nodded and did as she was told. Spike sat back on his heels and cradled his head in his hands. God, that was pathetic! Didn't even last two bloody seconds against that beastie! It wasn't even because that demon was stronger than him. He'd gone up against worse in his time, and won. No, Buffy was right, he wasn't half the fighter he used to be. And it was his own bloody fault for letting it happen.

With an angry growl, Spike got to his feet and made his way back down to the first floor. He could hear the Scoobies arguing over their next course of action. Anya was all for letting Buffy fend for herself. Kennedy and Tara were trying to convince Willow to use her magic to reopen the portal. Robin and Xander were fretting about the demon on the loose, and them with no Slayer to deal with it.

"If we wanna get Buffy back, we need an exchange," Kennedy stated, "I'm thinking a Slayer for a demon."

Robin nodded in agreement. "We have to find that demon and send it through the portal."

"It matter if it's dead or alive?" the Potential asked.

Spike chose that moment to speak up, "I vote dead." Several surprised pairs of eyes looked his way. He leaned heavily against the doorjamb, his blue gaze fixed on the red haired witch. "The Slayer's countin' on you, Willow. Get crackin' on that portal, and don't be stingy with the mojo. The demon's mine."

"I hate to say it, Big Bad," Kennedy retorted bluntly, "but you look like you can barely stand. We're trained. And the only thing we know for sure about this demon is it kicked your ass."

Spike's mouth twisted in a wry grin. "It did at that." He turned and headed for the stairs.

"Where are you going?" Robin's question held an edge of hostility which the vampire chose to ignore.

"Somethin' I need," was all he said in response. His abused muscles groaned in protest as he climbed the stairs to the second floor once again. He went straight to his and Buffy's room and began rummaging in the closet. He found what he was looking for crammed all the way in the back.

Spike shook out his duster, put it on with a swirl of black leather, straightened the collar and shrugged his shoulders into place. It had been too long since he'd worn his signature coat. Already he felt more like himself. Spike left the bedroom and walked down the hall, his characteristic swagger back in place. As he descended the steps, he saw Principal Wood leaning against the bannister, watching him.

"Where you goin'?" the demon hunter drawled.

"Got a job," Spike answered tersely, headed for the front door.

"Nice coat," Wood remarked, "Where'd you get it?"

Spike could tell the guy was fishing, but at that moment he really didn't give a shit if the wanker put two and two together. He had more important things to worry about. So he told him, "New York."

He marched out the door without another word. He had a demon to track down.

Meanwhile, after an interminable time spent walking through the sweltering desert, Buffy came across three men sitting in a circle. They were dark-skinned, their clothes strangely elaborate, and each held in his hand a long wooden staff. Buffy approached them warily.

"Hello? I'm Buffy. I'm the Slayer."

The first man spoke in an unknown, but ancient-sounding language, "We know who you are."

"And we know why you're here," said the second.

"We've been waiting," the third man stated.

The Slayer blinked. "Good. That's...good, then. Um, you know, I know we have bigger issues to deal with, but how'd I understand anything you guys just said?" She rolled her eyes. "Oh, I know. Ancient magics. I just thought it was neat."

The three men stood and began circling her.

"We have been here since the beginning," the first man said.

"Now, we are almost at the end," the second added.

Great, more with the cryptic. "And the neat of it just left," Buffy sighed, "Uh, end of what?"

"You are the Hellmouth's last guardian," the third man declared.

"Uh, latest," Buffy corrected, "Y-You mean 'latest guardian.'"

"No."

Buffy's head kept twisting around to keep the three mysterious men in sight. Their constant circling around her was putting her on edge. "Okay, um, I-I have a First to fight, okay? So, just tell me what I need to know. I-I came to learn."

"We cannot give you knowledge," the first man solemnly informed her, "Only power."

"You know what I think?" she huffed, impatient, "I'm not really here at all. None of this is actually happening. This is like a play. Like some...shadow play. Some...nonreality, reenactment, hologrammy—"

Her little rant was cut short as one of the Shadow Men clubbed the back of her head with his staff. When she swam back into consciousness some time later, she found herself lying on a cool stone floor. She raised her head, saw that she was in some kind of cave or underground chamber. Torches cast their flickering light over the area. The three Shadow Men stood a short distance from her, arrayed around a large spiral carved into the floor. Buffy stood and discovered both her wrists were chained to the cave floor. "What is this?"

The first man answered, "We are at the beginning."

"The source of your strength," the third man declared, "The well of the Slayer's power."

"This is why we have brought you here," the first man said.

"I thought I brought me here." Buffy struggled against the chains. "Look. Listen, you guys. I'm already the Slayer, bursting with power. Really don't need any more."

"The first Slayer did not talk so much," the first man remarked. He and his companions began to drum their staffs against the floor in a slow, hypnotic rhythm. Thud-thud-thud. Thud-thud-thud. After a moment, the first Shadow Man broke away from the group and picked up a small wooden box. He placed the box at the center of the spiral and slid off the lid. "Herein lies your truest strength."

"The energy of the demon," said the second man, "Its spirit."

"Its heart," said the third.

As the drumming of the staffs continued, something rose from the box. It looked like a curl of smoke, slithering through the air like a serpent, alive.

Buffy's eyes widened. "This is how you..."

"Created the Slayer?" the first man nodded, "Yes."

The coil of smoke, the Shadow Demon, slithered towards Buffy.

"It must become one with you," the third intoned.

Buffy yanked at the chains restraining her. "No!"

"This will make you ready for the fight," the first man declared.

"By making me less human?" She remembered all too well the Primitive that had visited her dreams, the insanity and suffering in her eyes, her humanity eaten away by the terrible power bestowed on her. Buffy knew if this Shadow Demon took her, she would share the Primitive's fate.

"This is how it was then," the first man stated, voice solemn, "How it must be now."

"This is all there is," the second man agreed.

The Shadow Demon forced its way into her nose and mouth. Buffy screamed with everything she had, expelling the unwanted invader. "Make this stop!"

The Shadow Men seemed confused by her resistance. "This is what you came for."

"No, this isn't the way!"

"Do not fight this."

Buffy tensed as the Shadow Demon swirled around her.

Spike found the demon just a few blocks from the house, scrounging in an alley dumpster, of all things. He took advantage of its distraction, slipped into his gameface, and pounced before the demon could react. He was almost immediately knocked back with a solid elbow to the face. Spike felt the blood trickle from a gash over his right eyebrow and laughed. "Oh, come on, now, Nancy. Call yourself a demon?" he taunted, "Thought you were up for a proper fight."

The demon backhanded him and sent him sprawling into some nearby trashcans. Spike grinned, his newly split lip bleeding. "Now we're talkin'."

He clambered to his feet, feinted a punch. The demon ducked and grabbed him around the waist. Spike immediately wrapped his own arms around the creature's neck and headbutted it. As the two of them staggered apart, Spike beckoned the demon with both hands. Bring it on, you pillock.

His head jerked to the side from a hard punch. Another blow to the stomach doubled him over. Then a strike across the throat had him slump against the wall. Spike glared up at his opponent and got to his feet. As the demon raised both fists to smash him, the vampire lashed out with a hard strike to the stomach. The demon groaned and doubled over, giving Spike the chance to knock it to the ground. As he loomed over the temporarily stunned creature, Spike let out a maniacal laugh. He flung his head back and howled at the sky, then he raised his fist and threw himself at his opponent. "Yeah!"

They fought on, neither one holding back. The more brutal the demon became, the more Spike gave himself over to the violence. And the more like himself he became.

The battle ended with both fighters barely able to stand. Spike's back collided with the wall as he and the demon wrestled. The demon's claws wrapped around his throat. The vampire gripped the sides of the creature's head and with a final, sharp jerk, snapped the demon's neck. The body fell with a loud thud.

Spike sniffed and leaned against the wall, utterly spent. After a moment, he dug through his coat pockets and produced a cigarette. "I don't know your feelings, big guy," he said, putting the cigarette between his lips, "but to me, a tussle like that..." He bent down, struck a match against the demon's tusk, and brought it to the cigarette. "...is good for the soul."

At that first satisfying inhale, his face relaxed back into its human features.

After repelling several of the Shadow Demon's attempts to merge with her, Buffy's fear had long since given way to righteous anger. She scowled at the three men. "You think I came all this way to get knocked up by some demon dust? I can't fight this. I know that, now. But you guys, you're just men," with a hard yank, she broke her chains loose from their anchors, "Just the men who did this...to her. Whoever that girl was before she was the first Slayer."

"You don't understand," the first Shadow Man argued.

"No, you don't understand!" Buffy snapped, "You violated that girl, made her kill for you because you're weak, you're pathetic, and you obviously have nothing to show me."

She swung the chains, striking the second and third Shadow Men who moved to stop her. They weren't super-strong like her, which made them almost ridiculously easy to knock out. The first Shadow Man just stood by and watched as she picked up the other men's staffs and snapped them over her knee. The Shadow Demon faded and disappeared.

Buffy smirked, "I knew it. It's always the staff."

The first man looked disappointed. "We offered you power."

"Tell me something I don't know," she challenged.

"As you wish." The man touched the side of her face. Buffy gasped at the vision she received, and whatever hope she might have had for an easy victory withered away to nothing.

Then the cave, the Shadow Men, all vanished in a bright glow, and when it cleared, Buffy found herself back in her living room. Her friends all stood around her, looking exhausted and tentatively hopeful. Willow was leaning heavily against Xander, her spellcasting having taken its toll. Spike's face was battered and bruised, and he was hunched over, hands resting on his knees. Buffy saw that he was finally wearing his duster. She felt his weariness and triumph, and was so grateful to have the full depth of their link again.

She should have been elated; they'd all obviously pushed themselves to the limit to get her back. Gotten past their need for caution, just like she wanted. But all she could think about was the terrible vision, and the realization that none of it was enough.

After she told her story, everyone insisted that Buffy get some rest from her ordeal. She showered and changed into some comfortable pajamas, but even though she was physically exhausted, her thoughts were too restless for sleep. So she sat up in bed, alone in her room, worrying.

Her troublesome thoughts eased a little when she sensed Spike's approach. He entered the room, shrugged off his duster and draped it over a chair, then sat down on the edge of the bed closest to her. "How you doin'?"

Buffy reached up, trailed her fingers over the cuts and bruises marring his face. "I was hard on everyone today."

"You needed to be." Spike cocked his head, sensing her turmoil. "What's wrong, luv?"

Buffy swallowed. "I think I made a mistake. Those men that I met—y'know, the Shadow Men—they offered me more power," she pursed her lips, "But I didn't like the loophole."

"So, you turned it down." At her solemn nod, he took her into his arms and let her rest her forehead against his shoulder. "It's alright, luv," he soothed, "We'll get by. We always do."

Buffy breathed in the comforting scent of cigarettes and Spike. "I don't know," she murmured into his shoulder, "They showed me..."

"What?"

She drew back to meet his concerned gaze, and Spike was troubled by the despair he saw in her hazel-green eyes. "That the first Slayer was right," she answered, "It isn't enough."

"Buffy," Spike hesitated, wondering if he really wanted to know, "What did you see?"

Buffy told him.

Far beneath the Seal of Danzalthar, an army of Turok-Han, thousands upon thousands, waited to be unleashed on the world.