"This isn't normal," Spike said, "There's not a vampire near by and the sun's down."
"Should I be worried?" Gunn asked.
"Only if she goes after me first," Spike said.
"I'm right here," Kellie snarled.
"We can always try the sewers," Johnny suggested, "Maybe something's got them spooked."
"Her," Illyria's voice echoed in the alley.
"You let her feed off demons," Illyria scolded, marching towards them.
"Did you want her go on a feeding frenzy?" Spike said, "She's about to go on one now."
"You might want to back up," Gunn said too late.
In a blur, Kellie snapped and shoved Illyria to the ground. Illyria tried to push Kellie off, but struggled as Kellie sank her teeth into Illyria.
Spike and Gunn looked at each other and shrugged as if say they'd let Kellie feed to take the edge off.
"Help me, you imbeciles," Illyria managed to scream.
Spike and Gunn looked at each other again then moved to pull Kellie off Illyria. Johnny just stayed back and watched, knowing he couldn't really stop either of them.
When they tried to touch Kellie, they were repelled back, both slamming into the alley wall.
They both groaned, moving get back up.
"Oh this is bad," Gunn said.
As Kellie sucked Illyria's blood, she heard Lilith's voice in her head.
"Now this is fitting," Lilith said, "Feeding off the old one who spilled my blood to banish me."
Kellie wanted to slow down feeding off Illyria when she realized it was what Lilith wanted, but didn't.
"Oh mortal Queen of Darkness," Lilith laughed, "I am not what you think. Or anyone in this time thinks."
"So you're not the Queen of the vampires and other demons, the old ones and whatever else?" Kellie said sarcastically in the her head to Lilith.
"I'm all of that and more," Lilith answered, "I chose well. You have spunk and fight in you."
"You mean you don't want someone who will just let you take over," Kellie replied back.
"That would be possession and I don't work like that," Lilith said, "Contrary to what you believe…now you can slow down on the blood. She can stand to loose a little more, but I don't want to drain my children dry."
Kellie eased up.
"How do you work then?" Kellie asked Lilith.
"You have to allow me to fully takeover," Lilith said.
"And if I don't?" Kellie pushed back.
"I'll leave," Lilith said, "Wait another ten thousand years for the ritual to happen again."
"You'll just leave?" Kellie asked, skeptically.
"That's right," Lilith said, "But I bet part of you wants to find out what happens if you say yes to me. And then there's the fact that a lot of vampires and then demons are already congregating here waiting for me. Might do a lot of damage to the mortal population and take you down in the process. Stop sucking her blood, but don't lose the connection."
Kellie stopped sucking but didn't pull her fangs out.
"What happens if I let this happen?" Kellie asked.
"You'll still be you, mostly," Lilith said, "Just with all my powers for the time I need to finish this."
"Finish this how?" Kellie asked, "What is this exactly?"
"You only find out if you're willing to finish the transformation" Lilith said, "The rumors of your world ending because Lucifer and I come back are highly exaggerated. And you have my word that all will be well with you and your husband. "
"What about my husband?" Kellie asked, "Does he get a choice?"
"Ask him yourself," Lilith said, "He's been connected to you this entire time like the other times you both fed. Heard the whole thing?"
"What do you want to do, Kellie Girl?" Tyler asked as Kellie realized he was with her but not somehow."
"Have you gotten any head calls from Lucifer?" Kellie asked.
"No," Tyler shook his head, "I don't have anything to add."
"Lucifer cannot cross over until you let me in," Lilith said.
"The call's all yours, Kellie Girl," Tyler said, "I trust you."
"I don't know what to do," Kellie said.
"What are your instincts telling you?" Tyler asked.
Kellie looked at Tyler, thought for a moment, and then nodded. Tyler nodded back in understanding.
"Finish this," Kellie told Lilith.
"Do you mortal Queen of Darkness consent to become one with Lilith?" Lilith asked.
"I consent," Kellie replied, her eyes flashing.
Meanwhile, Angel and Faith decided to get to the building from above ground after constantly finding themselves evading more vampires and some demons in the tunnels. Outside the building, they met up with Wesley, Cordelia and Teagan.
"The building is already packed with vampires and now demons this time," Angel said.
"Something's calling them," Wesley said.
"Which means something nasty is about to go down," Faith said.
"Can you do the spell from out here?" Angel asked.
"It's not ideal," Teagan said, "And we need at least Kellie to be here if not Tyler."
"It really should be done at the sacrificial table," Wesley said, "With Illyria's knife."
"Illyria's knife?" Faith asked.
"Our personal old one still has the knife she used to banish Lilith the first time," Cordelia said.
"Where is Illyria?" Angel asked.
"She was right behind us," Teagan answered as everyone looked around.
"She went after Kellie," Angel said exasperated.
"Never mind that Kellie should be on her way here," Cordelia muttered.
"Except for stopping to find her some vampires to feed off of," Teagan said.
"Kellie's what?" Angel asked, loudly.
"Ease up, Angel," Teagan said, "Human blood wasn't cutting it for her anymore at the hospital. Spike and Lorne each gave Kellie enough demon blood to take the edge off. But she still needed something to keep her from losing control."
"There had to be another way," Angel said.
"I don't like it either," Wesley said, "But we are dealing with forces we don't totally understand etiher."
"Will the spell work?" Faith asked, "To reverse Kellie back."
"We can only hope," Wesley said, "To be honest, I feel like we're missing some important pages to be certain but we are running out of time."
"And it's only getting worse," Cordelia said, looking at her phone, "Gunn texted. Illyria found Kellie and Kellie is currently sucking her blood. And when Spike and Gunn tried to stop her they were stopped by some force field or something like it."
"Let's go," Angel said.
"What do you plan on doing?" Teagan asked.
"We'll figure it out when we get there," Angel answered as the warehouse the vampires and demons were in rumbled and shook.
"That can't be good," Faith said.