"Angel?" Illyria reluctantly turned towards the interrupting voice. The women who had stepped out into the hall had armed herself. A rather large ax in one hand, and a small wooden steak in the other. The young brunette girl, Dawn, stood behind the women, clutching the arm with the ax like a child. She had soft green eyes that took in Illyria's blue hair and skin in awe. The blond had dealt with demons before, but none that even resembled this. She took a cautious step forward, eyeing the space between Illyria and herself. Willow took this time to walk confidently past Illyria to stand by her friend.

"Buffy...this could be a trap." Willow explained in a soft voice, keeping her eyes on her friend and her little sister. She, like Dawn, grabbed on to Buffy's arm, it wasn't like her to get scared. But if Angel was involved, then Buffy was likely to go off the edge. "Buffy?" Her voice was a little concerned when her friend didn't respond to what she had said. Buffy's green eyes locked on Illyria's frame.

"I know Willow, but look..." Buffy pointed the hand with the steak towards Illyria. Dawn gasped and Willow turned, she too gasped at what she saw. The intimidating blue demon had vanished. In her place stood a pleasant looking women. Her light brown hair waving slightly past her shoulders. Her clothes had gone from a blue and red battle suit to a white sundress with lacy shoulders. A smile was permanently in place on her pretty face, but her dark brown eyes didn't mirror that smile. They spoke a more urgent message.

"Fred?" Willow's voice shock just a little, confusion causing her forehead to crease. She looked at Buffy and Dawn who looked just as confused as she did. Last time Willow had seen Fred had been when she was restoring Angel's soul. Then she had just been Fred, scared of whatever evil power had created the Beast and Jasmine. The Fred she saw before her was different. Older and at the same time she hadn't changed at all. She also wasn't a big scary blue demon, but Willow was willing to work around that.

"Hey, Willow," It was also Fred's soft voice with the Texas twang at the end. She looked happily from Buffy to Willow, again speaking with her eyes not her voice. "Gosh its been a long time since we talked," It seemed like she was just filling space, with words that didn't mean anything. She was, she knew how humans worked. If they saw something familiar it was easier for them. "Ain't ya gonna introduce me to your friends?" Fred asked, taking a curious step close to the trio. Willow eyed her wearily, but decided to go along with it.

"Buffy, Dawn, this is Winifred Burkle, or just Fred. Fred this is Buffy and Dawn Summers," She gestured to the siblings beside her, Buffy gave her a confused smile while Dawn continued to glare.

Fred smiled back and nodded at Buffy. "Nice to meet ya'll." When Fred's eyes meet with Dawns the young girl flinched.

"Buffy..." Dawn mumbled weakly, looking back towards the broken door. It was surprising that none of their neighbors had come to check out the noise. Buffy turned lowering her weapons and eyed her sister wearily "My arm hurts..." She said gruffly looking down at the floor. Buffy sighed and turned back to Willow.

"What's your call?" Buffy asked, leaving it up to Willow. Clearly this demon had come looking for Willow, so it should be left up to her. Fred stood with a patient smile on her lips, though deep down Illyria was getting impatient.

"Get Dawn to a doctor...I'll stay here with," she stopped and looked towards Fred before she spoke her name, "Fred."

Buffy left Willow the ax, handing it to her with a look that clearly said, "Don't you dare get yourself killed." Then she quickly ushered Dawn away, leaving Fred and Willow alone in the long hall. With a deep sigh Willow spoke, her voice darker, "You don't have to pretend, I know your not really Fred." With a quick nodd Fred for the second time that night tossed her head back, opening her mouth slightly and closed her eyes. With a slight groan her entire frame changed. She was once again the blue skinned demon Willow had attacked before.