I own none of the characters of Angel

We all stood there silently for a few minutes, letting Wesley's words sink in. Fred was ready to say goodbye. It wasn't fair. She was so young and such a good woman. She shouldn't have to die this way.

"Gunn why don't you go first." Wesley suggested.

"I… I…don't know if I can face her." He mumbled.

"This isn't the time to be selfish." Wes told him. "Fred is dying and she wants to see you. You owe her that." Gunn nodded and slowly walked into Fred's room.

We all stood outside of Fred's room for the next hour while her friends went in to say goodbye. Gunn looked like he wanted to hurl, Lorne was sobbing and Spike, Spike was just plain devastated. I had never seen him like this before. He and Fred had formed a special bond when she was trying to make him solid again. The fact that he bypassed his chance to save her life went a long with her. I swear I actually saw tears in his eyes when he came out of the room.

"Angel you're next." I heard Wes say to me. "Is Cordy with you?" I nodded. "Maybe Cordy can say goodbye and you can translate it to Fred."

"Come on Angel." Cordy said as she pulled me into the room. I wanted to cry as soon as I saw Fred, lying on the bed.

"Handsome man, save me from the monsters." She whispered as I sat next to her.

"I wish I could save you from this Fred." I told her as I took her hand.

"I've met my quota for Angel saves."

"There is no quota for saving your life Fred. I can still do this if you'll let me." She shook her head.

"This is my destiny Angel, to die so thousands can live."

"It's not fair."

"Please tell her I wish that I was here." Cordy suddenly whispered. I had forgotten that she was there.

"I know that if Cordy was awake she would be here for you."

"I wish she was here."

"She has been such a good friend to me, my best friend." Cordy told me.

"She considered you her best friend."

"She has been mine. You've been a good friend too."

"So have you. You have no idea how good of a friend you have been." I whispered over the lump in my throat. "You don't deserve this. It should be me."

"Don't be ridiculous. You can't die. The world needs their champion. The world needs you Angel."

"The world needs you Fred." I countered.

"I've done everything that I was meant to do."

"Fred…"

"It won't be much longer. I need Wesley. Can you get Wesley?"

"Of course." I stood up. "Do you need anything?"

"Just Wesley."

"Tell her I love her." Cordy requested.

"Fred, Cordy and I love you very much."

"She loves you too Angel. Hold on to that knowledge because it will give you power. That knowledge will get you through your lonely times." I heard Cordy sobbing beside me.

"Thank you Fred."

"Thank you for being such a wonderful friend. I love you too."

"Goodbye sweet Fred." I whispered softly as I walked out of the room. "She needs you." I told Wes.

"Thanks." He replied and he quickly returned to the bedside of the woman he loved.

Cordy and I were alone in the hallway. Lorne, Gunn and Wesley probably couldn't bear to be around when it ended. I myself didn't know if I wanted to be around when it happened but I couldn't make myself walk away. I slowly slid to the floor, pulling Cordy along with me until she was in my lap. We wrapped our arms around each other and sobbed for our friend who was dying.

"It's time." Cordy told me about ten minutes after my sobs subsided.

"Time for what?"

"I can feel her slipping away. It won't be much longer now."

We pulled ourselves off of the floor and we went over to the window of Fred's room. I saw Wesley holding Fred who was in obvious pain. During my very long life I have seen many people die, most by my own hand or more accurately by my own teeth, and I enjoyed watching their lives slip away from them. It gave me great joy to watch them die.

But this time, watching this woman die, my friend, was tearing me apart. The only other time I had felt like this was when Doyle died and I was helpless to save him just as I am helpless to save Fred. Cordy and I watched as Fred's struggling came to an end. She laid her head on Wesley's arm and she slipped out of this life. I placed my hand on the door but Cordy placed on tight grip on my arm.

"Give him time alone. He needs to be alone."

"He shouldn't be alone. It's the worst thing for him."

"He needs to say goodbye." I knew she was right. I just hated standing around. I wrapped my arm around her and pulled her to my side, thankful that I had the woman that I love still in my life, even if she wasn't really here and I know that it was only a matter of time before I would be feeling exactly what Wes was feeling right now. Suddenly Fred started having a seizure but it was impossible because she was dead. I watched as she fell off the bed. I wasn't waiting in the hall any longer. I rushed into the room.

"Wes I thought she…"

"So did I." We both stared as Fred stood up but it wasn't Fred and we knew it right away.

"Illyria." Wes whispered.

"I suppose this shell will do." Illyria said.

"It's not a shell. It's the body of a wonderful woman that you killed." Wesley spat.

"Sacrifice is a part of worship."

"She didn't worship you, she didn't know you."

"I must return to my kingdom." She was walking right towards me.

"You're not going anywhere." I snapped as I stepped to the side, blocking her path.

"How dare you think that you have the right to stop me?"

"I not only have the right but the obligation to stop you from destroying any more lives." In one swift movement, one that I didn't even see coming, she swung at me and I went flying through the glass window, landing hard against the wall outside of Fred's room. "Owww." I moaned as Illyria walked past me.

"Angel are you okay?" Wesley asked me.

"What the hell was that?"

"Illyria is in her strong demonic form."

"No shit Sherlock." I groaned as I slowly pulled myself off of the floor.

"Are you okay Angel?" Cordy asked me

"I'll survive. So what do we know about Illyria?" I asked

"Not much. I need to do some research."

"Let me help."

We headed downstairs to Wesley's office and began to find out everything that we could about Illyria, which wasn't much. She was ancient demon that was very powerful, information that we already knew.

"She said that she was returning to her kingdom. Where the hell is her kingdom?" I snapped two hours later. We were getting nowhere fast and it was frustrating the hell out of me.

"I'm trying to locate it."

"Do you still think that she has followers or minions?"

"I'm assuming that she still has followers because someone had to release her from the well and send her here."

"This could be really bad. Cor, have you had any visions that could actually be helpful?"

"I know you're hurting right now but that is no reason to be mean to me."

"Vision, yes or no?" If looks could kill Cordy would have killed me at that very moment.

"No." She snapped.

"I found it." Wesley announced and I rushed over to him. "Her kingdom is here in Los Angeles."

"Of course it is. Where else would it be?" I muttered.

"It's not visible to us right now. Only Illyria has the power to access it."

"So if we can't see it how can we find it?"

"I know the location and Illyria will be there and that's what matters. We need to find her." I looked over Wesley's shoulder and looked at the book with a picture of Illyria's kingdom.

"What the hell is that?" I asked pointing to the blob behind Illyria.

"Her army."

"Holy shit. We need to move now."

"We're going to need muscle. She's strong as hell."

"Tell me about it. I'll find Gunn and Spike and meet you lobby when you're ready." I knew that he needed some time to come to grips with what had happened.

"When we find her what are we going to do?" He asked softly.

"We're going to have to kill her." I told him.

"It's Fred. I don't know if I can do it."

"Wes it's not Fred. Fred is dead. We have to kill Illyria. You need to remember that Illyria may look just like Fred but it's not her. It's a demon with the face of our Fred." He nodded and I gently placed my hand on his shoulder, in a manly way, of course. "When you're ready, we'll be downstairs." He nodded and I left him alone with his thoughts.

"Do you need me with you?" Cordy asked me when we returned to my office.

"No. I don't want you to see it."

"Angel I'm so sorry, so sorry for Fred. I wish, so much, that we could have saved her." I pulled her into my arms and hugged her tightly.

"So do I Cor. So do I." I lifted her face and gently kissed her until Wesley was clearing his throat. "Wes, I'm sorry." I realized how tasteless it was to be kissing the woman that I love when he just lost the woman he loved.

"Sorry for what? Sleeping on the job." I had forgotten that whenever I'm with Cordelia I appear to be sleeping when others are around.

"Yeah, That's it. You ready for this?" Wesley nodded. "Let's go then."

"Be careful Angel." I squeezed her hand.

"I will.

An hour later we had located Illyria and her kingdom. We discovered the Knox, Fred's lab assistant was the one that "chose" Fred to be the shell for Illyria. Wesley quickly took care of that problem by shooting and killing the traitor and then the fun began. Illyria was strong as hell, stronger then I ever imagined she could be and she was kicking our asses. I lost count of all of the times I was thrown into a wall or pillar along with Spike, Gunn, and Wesley.

"God dammit woman." I shouted as I lunged at her again, this time catching her. I placed my hands around her neck ready to break it but my mistake was positioning her right in front of me, so I could see her face and I couldn't do it. As I looked at the woman standing in front of me, I didn't the blue color that was on her skin and hair. I didn't see the body armor like outfit that she was wearing. I didn't see the vacant look in her eyes. The only thing I saw was the woman I found in Pyleia, scared and brave at the same time. I saw my friend standing in front of me. I dropped my hands from her neck, like I had been burnt, and I backed away from her. Fred or Illyria sent me a confused look and then she raced out of the building.

"What the hell happened?" Spike shouted.

"I couldn't." I whispered.

"Why the hell not? Did your arms suddenly quit working?"

"It was Fred." Wesley told him.

"No it wasn't you pounces. It's Illyria."

"When you have her life in your hands you try to make the distinction between the two." I snapped.

"You were going to kill Cordelia when she was evil so why can't you kill evil Fred?" Gunn said. He should of known not bring up Cordelia. I shoved him against the wall.

"I went there that night with the intention of killing the woman that I love. Do you have any idea what that did to me? I know that it wasn't her but she looked just like Cordy As I raised my sword in the air to end her life I knew that I couldn't lower it. I knew I couldn't kill the woman I loved even though it wasn't her, no matter what she did. Before I could determine my next course of action, Jasmine was born and you know the rest. It's the same with Fred, Illyria, whoever the hell she is. I can't end her life because every time I look at her I see my friend who I could never hurt, no matter what she is right now." I finished my speech by shoving him into the wall again. "I won't." I told him before releasing my grip.

"So what happens to Illyria?" Spike asked.

"I don't care right now. Find, her, don't find her, kill her, let her live. I don't want anything else to do with this nightmare." I shouted as I headed for the exit.

"Some things never change. When the going gets tough big scary vampire runs." Spike shouted.

"Lay off Spike. Angel's right." I froze as I heard Wesley defend me. Of all people I thought that he would be the one main one rallying to kill Illyria, the thing that stole the life away from Fred. "Besides killing Fred Illyria hasn't done anything to warrant her death yet."

"Killing Fred is cause enough." Gunn spat.

"Knox chose Fred, not Illyria and Knox has been punished for his crime. I suggest that we find Illyria and bring her back to Wolfram & Hart and go from there." Wesley said.

"This is wrong…so wrong." Gunn mumbled and this time it was Wesley that shoved Gunn against the wall.

"You signed the customs forms. You are partly to blame for Fred being dead. How about if I kill you for your part?" Wesley seethed.

"Fine I get your point." Gunn said, shoving Wesley away.

"Let's go. Being here is pointless." I muttered and my friends followed me out the door.

When we got back to the office we all went our separate ways. Spike never actually returned to the office with us. I assumed that he went to the nearest dive bar to drown his sorrows. Gunn and Wesley locked themselves in their offices and I headed up to my apartment.

As soon as I saw Cordy sitting on my couch with tears running down her face. I knew that she was hurting, like the rest of us. As soon as she saw me she walked right over to me and wrapped her arms around me. I held her in a tight hug, I just needed to feel her, remind myself that she was still here, in my life.

"Angel, you're suffocating me." She mumbled. I reluctantly loosened my grip until she slipped out of my arms.

She must have known that I needed a physical reminder of her presence in my life because she took my hand and led me to my bed. Within seconds she was standing naked in front of me. I quickly removed my own clothes and joined her on the bed. "I love you so much Cordy. I never want to lose you." I whispered huskily as I sheathed myself inside of her. "I can't lose you." She responded by wrapping her arms around my neck and pulling my face to hers in a sweet, passionate kiss. I made love to my sweet Cordelia slowly and tenderly, savoring every touch, every kiss and every whispered word of love spoken. Cordy and I had tears in our eyes when we both climaxed.

"Angel." She whispered into the darkened room. We had been lying in silence for over an hour, each of us lost in our own thoughts.

"Yeah."

"Are you okay?" I pulled myself out of bed and threw on some clothes. Everything that had happened today had come rushing to the surface.

"What kind of question is that?"

"I know that you didn't kill Illyria." She told me as she dressed.

"How do you know that?"

"I got a vision. I saw what happened."

"Visions. I am so god damned tired of your visions." I snapped

"Angel…"

"I don't understand. The Powers sent you back to help me right?" She nodded. "Since you've been back you've gotten visions but they have been too damn late to do anything. Fred is dead and you're visions didn't help us one little bit. So what is the fucking point of sending you back here Cordelia? What did I do that was so horrible that The Powers would want to torture me like this?"

"My presence was not meant to torture you." She told me tearfully but I ignored her. I was so furious with Fred's death that I was taking it out her. I knew that it was wrong but I couldn't stop myself.

"Well it is torturing me. I've been given a taste of something that I can never have and even though you being here isn't real when you die it's going to hurt like hell. I saw what Wes went through today when he lost Fred, something that shouldn't of happened if you were truly here to help me, but when she died, a part of Wes died right along with her."

"Since when are you afraid of pain?" She snapped

"Since the pain will revolve around you."

"So what are you saying Angel? So you wish that none of this, that we, wouldn't have happened so you can avoid pain?"

"Maybe I do. First of all you haven't helped me at all. Your visions have been pointless since they're always too damned late.

"You don't mean that."

"Don't tell me what I mean Cordelia. Have you ever thought about how selfish you have been?"

"Selfish? Are you kidding me?" I could see the anger flashing her brown eyes.

"When you die it's over for you. I'm the one who has to live with the pain of losing you for the rest of my very long life. That really doesn't seem fair to me."

"You arrogant hypocritical asshole."

"It would have been so much easier to say goodbye to you if you didn't come back and we didn't experience what we experienced."

"Do you think that I'm enjoying the fact that my death is going to destroy you? I know that you will be hurt but I wouldn't give up one second of what we shared "

"Well that's where we differ because I would."

"Fine. If that's how you feel, you won't see me again until my funeral. Goodbye Angel." With those final words Cordy disappeared.

I went to the kitchen, grabbed some blood and wandered to the living room where I sat heavily on the couch. I was so pissed off at myself for not saving Fred, at The stupid Powers That Be for not sending Cordy the vision in time so I could save Fred and I was really mad at Cordy for dying and leaving me.

It wasn't fair that Cordy was dying. She was so young, so beautiful and she hadn't even begun living her life. It wasn't fair that someone like me, a monster that killed so many people, gets to live forever while my sweet Cordy has to die. This pain must be a huge part of my atonement because I deserve to hurt. I actually don't deserve that happiness that Cordy has brought to my life. I should be the one dying, not her. I couldn't lose another person in my life. I just couldn't.

"That's it." I should have thought of this before. I quickly threw on some clothes and I was on my way to save the woman I loved.

Thanks for reading. Please send me a review with your thoughts.