In Rotation (Continued)

Part 9

With an amused smile, Rack stretches out across the cold cement floor, staring aimlessly at the ceiling. His ritually scarred face and cold, hooded eyes were presently fixed on his latest customer, still reeling in the corner from the quick fix of magic he'd been granted. He'd almost been tempted to give the pathetic junkie another boost when the first wave of the wiccan's presence hit him. The approaching footsteps were ugly and pounding, making the very air throb around him as he shifts slightly, his eyes slowly drifting up to where Willow emerges out of the shadows.

"Hey, babe. I've been waiting for you." Seeing that she wasn't granting him any response, Rack pulls himself to his feet, a curious grin forming upon his lips as he walks towards her, anxious to be of service. "I've gotta say...I could feel you coming a mile away...the power you've got. And you know something, sweetness?" slewing his head around, he leans over her shoulder to whisper into her ear, "I liked it. Gave me my own little rush."

Stepping behind her, his arms come up to pull her against him, her silence enticing him even more. "When Lilah first told me about you, she said you were just a little...slip of a girl. But now...seems to me you're all...growed up. So full of dark juice." In a swift motion, he steps around to face her, his hands still trailing up her arms, finally coming to a rest at her face. Gently grabbing her chin, he lifts her head to meet his gaze. "You came to see me because you want something, don't you?" Her silent nod draws a soft chuckle from him. "I thought so. So tell me..." tucking a loose strand of hair behind her ear, his fingers playfully brush across her cheek, lingering for a moment as he leans in further, "...what on this earth do you want?"

With her own sly, seductive smile playing across her lips, the wiccan draws her own hand up to Rack's face, caressing him sweetly for a moment. Studying him with pitiless, black eyes, her hand begins to squeeze, pulling him into a firm grasp. "Just to take a little tour." Suddenly her other hand comes up and smacks onto his chest, instantly draining his contained magic.

Rack gasps and groans helplessly in her hold as his body glows, flashes of lightning swirling around him. Willow continues to hold him by the chin with one hand, her other fully splayed across his chest, lifting him up off the ground as the magic crackles between them.

******

"You sure you don't wanna wait outside?" Peering over his shoulder, Lindsay looks back to where Oz is nervously eyeing the disheveled condition of Rack's shop. Still following, his steps increasing in pace, the young man's face quickly shifts into determination. "If Willow's here, I'm coming in."

When the two burst into the central room moments later, they first assume it to be empty. Careful in their steps in between the stark shadows, they survey the floor for any signs of life. "Willow?" Lifting his head back up, Oz comes face to face with Rack's trembling body as it dangles upside down, convulsing grotesquely in his death throes. Frantically turning to grab Lindsey, he spins around, only to find his sought after wiccan standing in the way, offering him a small smile. "Hey cutie."

The two stand bewildered in front of her, stunned by her the intensity of her recent energy boost. The dark energy seemed to be rippling across her face, black veins bulging beneath her fair skin. "Oz...what are you doing here?" their attentions are finally drawn back from her appearance as she reaches out to lightly touch her boyfriend. "Cause if you're lookin' for me, now's not a good time."

"You look terrible," Oz announces for lack of a better response, still unable to believe they were dealing with the same young woman.

"Do I?"

"Will, listen to me- you have to stop. Being on all of this magic-"

"I *am* the magic," she smugly corrects him, taking a few steps towards the duo as they nervously stumble backwards.

"Did you kill Rack?" asks Lindsey, his eyes diverting briefly to look up to where the twitching body had finally stilled.

"It's an improvement," she shrugs. "Believe me."

"Willow, please..." Oz tries again, "just listen to me-"

"You don't have to talk- just think real loud. I can hear you." She inches closer to them, following them towards the door.

"Willow, you're really f- freaking me out," Oz finds himself faltering, one arm reaching over to hold onto Lindsey for support.

"Oh, don't be like that. I'm just a little wired. And I have some things to do. I thought if anybody'd understand-"

"I miss Tara, too!" His yell takes them all by surprise, Willow being the first to react as she flinches back slightly, an even colder stare etching her features as Oz continues. "I'm the one who had to find her like that. I know what Xander did. But this, what you're doing, this is not the way to go! You're only going to make things worse! But I promise, it's not too late to-

"You miss her?"

The sudden waiver, almost sob, in her voice catches Oz off guard for a moment. "Of course I miss her, Will. Everyone loved her and misses her." Seeing her eyes slowly returning to their normal green hue, he advances towards her, still cautious, but with a glimmer of hope beginning to shine through. "And everyone loves *you*. That's why you have to stop."

"Oz...I'm not me anymore..." she whispers, fear and panic lacing her words as her own awareness begins to seep through her mind. "What if I can't stop?"

"You *can*, Willow," Lindsay speaks up, taking his own steps towards the couple. "We can all help you."

As he watches her hesistation continue to build, Oz lovingly reaches an arm out to her. "Will, please...I love you." Offering her his hand in a desperate plea, he smiles as she slowly takes it. "We *all* love you so much. You're still you. You're still Willow..."

For a moment, he's content to feel her own grip on his hand begin to tighten, until sudden chill strikes him, coursing through his body as Willow wrenches his arm, a twisted smirk accompanying her words. "Not anymore."

The pulsing beam of energy that radiates from her hand seeps into Oz's, soaking up through his arm, sending him reeling back in pain. Her follow-up blast knocks him clear off his feet, sending him flying into Lindsay as the two topple to the floor. "Willow- no!!" Lindsay desperately cries, trying to bring himself to stand, but feels an invisible force drag him back down as the wiccan shoots him a disdainful glance. With a final look of remorse to Oz, she allows herself a sly grin as she makes her swift departure.

"Oz..." Lindsay gets out in between groans, crawling to his feet, reaching over to offer his friend a hand, "...you alright?"

"Yeah- yeah I think so..." he winces slightly, favoring his left side as he stands. "It burns a little, but...where'd she go?"

"Could be headed for the Magic Box," he frowns, already a few steps ahead of the young musician as they make their own departure from the secluded building. Before they can reach the end of the street, still with no sign of Willow, Lindsay does a double take, retracting his steps back to the alleyway they'd passed. "Linds- what is it?"

"Just...go on ahead," he calls back to Oz.

"Why? What do you see?"

"Oz- just get to the store, alright? Warn the others- I'll be right behind you." Though still anxious, and not totally convinced, the young man continues in his race to reach the others before Willow, leaving Lindsay to venture off down the dank corridor.

The familiar figure staring back at him unblinkingly in the distance makes no rush in approaching the young lawyer. Still confused by the figure's presence, Lindsay makes his way down the alley, finally able to fully take in the face as he reaches him. "Sorel?? That really you?"

"Long time no see, huh McDonald?" the creature plasters on a friendly grin. "How've you been, buddy?"

"What the hell are you doin' here? Thought you'd been layin' low since what happened with your clan and those inner city kids?"

"I *was*...why do you think I decided to camp out in Sunnydale for awhile until things cool off back in LA? And ya know, it figures...my first visit here and there's already all of this negative energy flowin'. Ain't that just my luck? But never mind about that- I've been hearing things...whole lotta talk going around about your witchy friend." Reaching in a hand, he pulls out the clothbound book he carried underneath his jacket. "After everything you've done for me...thought the least I could do while I'm here hiding out is help."

"What's this?" instinctively flinching as the demon shoves the book into his hands, Lindsay stands impassively before him, a perplexed look framing his features.

"Something I swiped before I left. If your friend just got a boost of juice from Rack, you're gonna need some binding spells to contain her, right? Well- you can't get any better than these," he smiles, a few solid taps to the book's cover for emphasis.

"This can stop her?"

"Not exactly...but if you can just get her to perform some of the spells herself, she'll wind up trapping herself long enough for you all to find a way of draining her completely off all the dark mojo."

Looking over to see his old friend flashing him an earnest glare, Lindsay's initial sense of uncertainty diminishes and is quickly replaced by a rejuvanated sense of security in having finally acquired something to be of help to the Scoobs. A few 'thank yous' later and Sorel couldn't help the howls of laughter that escape him as he casually strolls back down the alley, his fingers already reaching into his pocket to dial the familiar number. "He's got it. You know, I'm almost sad I'm not stickin' around to see the show," a hearty chuckle vibrates over the line, earning a fit of laughter from Lilah as well. "Now about my payment..."

"Trust me, Sorel...", with a wave of her hand, the vindictive woman dismisses her chosen trio of demons, sending them off to give him a proper, inexpensive welcoming home, "...you'll be handsomely rewarded for your services when you get back."

*****

Part 10

By late the next morning, the slayer was starting to feel the drag of twenty-four hours without sleep, and it was slowly dawning on her that their ordeal had just begun. Oz and Lindsay had finally made their way back to the Magic Box with a full account of Willow's total submersion into darkness. The only bit of hope that they'd brought along with them was the ancient text Lindsay had promptly handed over to Fred and Anya for inspection.

"Doyle!!" Letting out a heavy sigh, Anya rakes both hands through her hair, frustrated to no end by her current task. "Doyle!!"

"Hmm...whaa..." Careful not to wake a still-sleeping Cordelia, the half-demon slides out of her grasp from where they'd been resting on the couch, sleepily walking over to the counter. "What is it? What's wrong?"

"Would you move him?" she throws a glance to a drooling Xander, sitting too close and snoring too loud for her liking.

"You woke us up for that?" Glancing over his shoulder, he sees Cordy letting out a yawn, roused out of sleep at the loss of his comforting presence. His annoyed chuckle follows Anya's quick nod, and he none too gently grabs hold of the chair, wheeling Xander back towards the side shelves. He turns back around, draping an arm over the brunette's shoulders as she takes her place back at his side, the two watching as Buffy makes her way over to the counter, Angel close behind.

"Do you all have to stand so close?" Anya snaps, flinching back when Fred leans over to grab another pen.

"How else am I supposed to read?"

"I don't know- I'm staring right at this stuff and I can't read it."

" *You* don't have to read it," Buffy points out. "Linds said we just have to get Willow to read it."

"Well, how's the translation going on your own book of protection spells?" asks Angel. "What have we got so far?"

"So far we've got 'the'..." Anya sighs.

"Well...either 'the' or 'towards'..." Fred's quick to add. "We're not really sure."

"Ugh! I can't do this!" Letting the pen fall from her hand, Anya slumps further onto the counter. "I'm in retail- I shouldn't have to be doing this! Stupid Sumerian..."

"I'm pretty sure it's Babylonian," Fred lifts her head up, passing a glance to her. "The text is similar, but the dialect is completely different."

"Great- Babylonian," Anya smirks, craning her head back up. "Thanks a bushel, but unless you can actually *read* Babylonian, why don't you just sit down with the others."

"Hey-" Gunn's shout takes them all by surprise, making his irritation known before he reaches them in Fred's immediate defense. "You yell at her again and you're gonna be havin' even more problems, got it?"

It was the sound of their bickering that finally woke Xander up. With a groan, he yanks his head forward, a slight twinge of pain accompanying the movement. "What's goin' on?"

"Don't worry..." Graham smiles, grabbing hold of his former teammate, slowly spinning him around to where he and Lindsay still sat, "...you're not dead yet."

"Very funny." Wheeling himself closer, Xander lowers his voice to a whisper. "Is- is Willow here yet?"

"Not yet," Lindsay gives him a moment of comfort. "Can't understand why though. She looked pretty rarin' to go after she finished layin' the beatin' on me and Oz." With weary eyes, he passes a quick glance to where his silent counterpart was still sitting alone at his own table, quiet and pensive as always, a pained expression across his face.

"So what are we just sitting around here for, huh?! She could charge in here any second to get me, and you're all busy with a bunch of books?! Who's giving the orders around here, cause whoever is doesn't have a clue what the hell they're doing!"

Finally, completely out of patience upon hearing Xander's outburst, Oz surges out of his chair in one swift motion, grabbing him by the front of his shirt, and sends him back against the bookcase with a fierce shove. "You want an order, Xander? Grow up!"

"And while you're at it," Gunn calls over, smiling to himself at Oz's response, "you might wanna pipe down."

"Or you'll break our concentration," Fred adds, barely even looking up as she flips through another page of the text.

"Which means no protection spell." With the realization of Anya's words hitting him, Xander struggles his way over to the counter, eliciting another warning from her for his efforts. "Then not only will you be a boneless chicken, but a *skinless* one as well."

"And then what?" he glares, beginning to regain some of his composure. "You think Willow's gonna stop with me?"

"Ya know, the little spaz has a point," Cordy speaks up. "What if Willow fillets his sole and then comes after us?"

"She won't," Buffy's quick to declare, though trying to convince herself of her own promise.

"You don't know that," sighs Anya, taking it upon herself to voice the others' collective uncertainty.

"We're her friends, Anya. Her family," the slayer stresses. "She would never hurt us."

"She almost turned Oz into the olympic torch and you don't think she'd hurt the rest of you?" As a silent stare passes among the others, Anya lowers her eyes back to her research. "She wants you all dead..."

"I don't want them dead..." comes a booming voice, its owner suddenly materializing in the middle of the store. With a wicked grin, Willow points implacably at a cowering Xander. "...I just wanna kill *him*."

Her advancing presence startles the friends into red alert, scattering them back into a defensive stance. In his rush to get Cordelia out of harm's way, Doyle makes the decision to drag Xander back along with them, finally freeing him from his restraints once they reach a far-off corner of the store.

The wiccan is an eerie apparition as she makes her approach- from her pitch black hair and eyes, to her dead-white face, the cold, controlled anger searing beneath. In the waiting stillness, Buffy and Angel were the only ones who appeared to be at ease, but it was a sham, as the slayer takes a wary step towards her. "You need to back down a minute and think, Will."

The wiccan lets the warning pass unheeded as she steps off to the side, her eyes drifting to the back of the store having already seen her intended prey being pulled to safety. Advancing slowly, Buffy tries reaching her once more. "You're gonna attack the people who love you now?"

"Only the ones in my way."

"Willow..." Angel steps alongside Buffy, "...you need help."

"I'm doing fine on my own, Angel," she grins back. "Thanks."

Letting her eyes stray from Willow for the first moment since her arrival, the slayer calls out to the back of the store. "Get Xander out of here! Go- all of you!"

The others, Xander pushing his way ahead of them, finally dive into view, racing furiously for the front door, only to watch it slam shut and lock at Willow's simple gesture. "Don't go yet guys...we're all friends here."

"Willow, I know what you want to do, but you have to listen to me," Buffy pleads. "The forces inside you are incredibly powerful. They're strong...but you're stronger."

"You have to remember..." Oz steps forward, "...you're still Willow." With a gesture of cold disdain, the wiccan stretches out an arm, a flash of dark energy radiating out, striking him squarely in the chest. Willow's face contorts into a sly grin as she takes a single step towards where Oz had landed a good few yards away, Angel having already raced to his side only to find him unconscious.

Deciding to focus her attentions back on Buffy for the moment, Willow turns on her heel, coming face to face with the slayer. "Let me tell you something about Willow. She's a loser, and she always has been. People picked on Willow in junior high school, high school, up until college, with her stupid mousy ways. And now...?" Pausing only to let out a soft chuckle at her own words, she passes a feral grin to her best friend. "...Willow's a junkie."

"I can help-"

"The only thing Willow was ever good for..." Growing pensive for a moment, dropping her bitter sarcasm, she averts her eyes to the floor, her face twisting into remorse. "...the only thing I had going for me...were the moments- just moments- when Tara would look at me and I was wonderful. And that will never happen again."

"But you still have us! Me, and Angel...and Oz..."

"Yeah- what a combo...a freak, her reformed demon, and a werewolf. Tara was the one *normal* thing I had in my life...and now she's gone."

"I know this hurts, Will. Bad. But if you let loose with the magics, it will never end." The sudden black flash that returns to Willow's eyes tells the slayer she wasn't getting much further in her efforts.

"Promise?" she grins, slowly beginning to pace side to side.

"You don't want that."

"Why not?"

"Because you lose everything. Your friends...yourself..." Peering over her friend's shoulder, Buffy can see Angel returning to his feet, cautiously making a slow approach to grab the wiccan from behind. "Willow, if you let this control you then the world goes away. And all of us with it. There's so much to live for. Will, there's too much-"

"Oh, please! This is your pitch? Buffy, you hate it here as much as I do. I'm just more honest about it."

"That's not true."

"You're trying to sell me on the world?" she angrily scoffs. "The one where you have to fight day in, day out? The one where your only purpose is to beat down the baddies? This world? Buffy, it's me- I know you. The only thing that gives you peace in your life..." she turns suddenly, her gesture sending an approaching Angel flying back into the wall, "...is him! Just like Tara gave me peace in my life! Well...I've gotta wonder...what would you do if *your* peace was ripped away from *you*?"

Shaking off the fierce blow, his head still slightly reeling from the wall's impact, Angel looks up to see Willow walking over to him, quiet menace in her eyes as she stretches out her arms, the hum of dark energy radiating from her getting louder with each of her steps. "Why don't we find out..." Steadying himself on one knee proves to be a futile effort as Willow's withering burst of magic strikes him across the chest, spinning him down again.

"Angel!" In an instant, Buffy races to him, pulling him aside, for the moment too concerned for his safety to take notice of where Willow was headed next.

"Xander...you like magic, don't you?" Spotting him tucked away behind a nearby table, the wiccan strolls almost casually through the havoc she had already wreaked, smiling as another whirl of magic begins flowing around her, spiralling into a beam headed for the cowering young man. "Abracadabra."

Her anticipating grin quickly fades as she sees the flash of energy falling short of its intended target, an invisible force seeming to be encircling Xander. "Okay...didn't see that coming."

"I'm...I'm alive?" He immediately begins a frantic search of his body, his hands blindly seeking any damage. "I’m alive!! Yay me!!"

"You wanna take it slow? I can do that too," she smiles, lifting her hands, resuming her attack. "Just ask Riley."

Though scared beyond all reason, Xander maintains some level of awareness, silently thanking whatever forces were keeping him untouched by Willow's powers.

Tucked away in their own spot of seclusion, Fred and Anya were praying their own thanks to whatever higher powers had kept Willow from discovering their collective effort of keeping Xander alive. The sheer panic and gravity of the moment had spurred their memories of translation, prompting their continuous chanting from Anya's ancient text.

Finally Xander's nerve breaks, his eyes opening long enough to see Willow ceasing in her efforts. Taking advantage, he bolts, shoving past Doyle and Cordelia as he makes his escape towards the back door this time, fearful when he sees it swiftly slam shut at Willow's simple nod. "No, no- stay. I mean, we're just getting started. I've got big party plans."

"Willow- don't!" Standing to his feet, Angel frees himself from Buffy's protective grip and tries taking a step forward, his attempt quickly shut down as Willow puts out a hand, knocking him back down. "Back off!"

Her gaze still fixed on Xander, she blasts another dose of magic, stopping after a moment with an amused expression across her face. "Damn- that is one effective counter-spell. Won't keep you alive though."

"Willow- stop!" Graham calls over. "You need to give this up- now!"

"I get it..." Ignoring his pleas, the playfulness returns to her voice as she inches closer to Xander. "You put a spell on yourself, didn't you? Protecting you from harm...from magic? That's cute."

"Willow," this time it's Lindsay who tries reaching her, holding out an arm before him as if it would somehow deter her. "Back off before somebody gets hurt."

"How 'bout I back off right after? Just because I can't do magics on him doesn't mean I can't do them on myself."

Deciding to take a better form of cover upon hearing the Latin chant rolling effortlessly off of the wiccan's tongue, Xander makes a mad dive under the closest table, his head ducking out just enough to see Willow finishing her incantation. "Now I'm pretty sure I'm strong enough to beat you to death," she smiles, headed in his direction.

Willow reaches down and casually takes hold of a corner of the table, toppling it over and throwing it aside with ease. The books go flying as the table is cast on its side, a terrified Xander trying to scramble his way back as Willow starts towards him. But before she can lift an arm to attack again, she finds Buffy more than willing to step between them. "I don't want to hurt you, Will."

Answering her in kind with a single punch, Willow sends the slayer flying back across the shop, landing in a sprawled heap against a rack of magazines. "Not a problem." Smiling with pride as she sees the small blonde struggling to get to her feet, she turns back to deal with Xander. She was in the midst of summoning another jolt of energy when she heard Buffy's determined steps following her own.

"I said I didn't *want* to." Buffy's stinging backhand sends Willow crashing into one of the larger display cases, the glass instantly shattering around her. "Didn't say I wouldn't."

Without a moment's hesitation, seizing the brief window of safety Buffy had cleared, Doyle captures Cordelia's hand in his own, pulling her behind him as he motions over to the others. With a still unconscious Oz slung over his shoulder, Graham maintains a steady pace behind the half-demon as they make their way outside. In their race to follow, Gunn and Lindsay sidestep to where Xander still lay, hastily helping him to his feet. "Let's go," Gunn mutters.

"What about Willow?"

"Buffy and Angel can handle her," Lindsay stresses, anxious himself to reach a more assured spot of safety.

"Are you sure?"

"No," Gunn confesses. "That's why we're leaving. Now come on." In the rush for the door, Gunn comes to a sudden halt upon seeing Fred and Anya still hidden away chanting behind the counter. "Come on- we're outta here."

"We can't," Fred shoots him a longing glance.

"We have to stay," Anya adds. "Keep the spell going on Willow." Hesitant to leave her behind, Xander brushes past the others, reaching out a hand to her. "No- Anya..."

"Xander, just go!" she waves him off. "Do something right for a change!" His reluctance and boldness quickly fading as his ears pick up on Willow's struggles to get up, he lets his gaze linger just a second more before making his retreat with the others, not sure of where they would possibly find safety, but panic overtaking any coherent thoughts of reason he could've conjured.

*****

Part 11

Bracing herself on both hands, Willow lifts her head from the floor, only to see the back of Xander's dark, camouflaged attire as he speeds out the door behind the others. "No!" a scream finally escapes her, more out of surprise than anything else, as she pulls herself to her feet, already headed after them. She makes it a good few inches before Buffy's hands come swooping down, grabbing hold of her shoulders from behind and yanking her away from the door.

Quickly recovering from being tossed to the floor once again, the wiccan reapproaches her best friend, a playful smirk breaking out across her face. "So...here we are."

"Are we really gonna do this, Will?"

"Oh, come on..." she tilts her head to the side, observing the small blonde in mock admiration. "This is a huge deal for me! Six years as a side man, and now...I get to be the slayer."

"A killer isn't a slayer," Buffy stresses. "Being a slayer means something you can't conceive of."

"Oh, Buffy," she responds with a sigh, shaking her head. "You really need to have every square inch of your ass kicked..." her glance strays momentarily to where Angel was nearing the pair, "...the *both* of you."

"Willow," Angel begins tentatively, "you don't wanna do this-"

"Oh..." she offers him a slight chuckle in response, "...I think I do." As she takes another step forward, Buffy follows suit, Angel attempting to do the same until he feels the slayer's firm hand stretched out before him, holding him back.

"No..." she sighs, passing him a glance over her shoulder. Her eyes lock with his as she desperately pleads with him to let her handle things her own way. "If this is gonna happen, it's just me and her." Not fully convinced, against his better judgement, he remains at bay, his eyes settling on the scene about to play out before him as Buffy makes another move towards Willow. "So Will...show me what you got, and I'll show you what a slayer really is."

******

"Where are you taking me?"

In the dismal light of the cloudy late afternoon, Xander was admittedly having a hard time keeping up with the others as they frantically raced to find some sort of shelter. Nearing the end of the street, his eyes quickly scanning the open space before them for where to head next, Doyle offers the anxious young man an indecisive shout in response. "Someplace safe."

"Like where?" Graham voices his own doubt, his shoulders still burdened with Oz's unconscious weight. "Doyle??"

With Cordelia's hand still firmly planted in his own, the half-demon increases his pace, though looking at a loss as he urges the others to press on, despite his own uncertainty as to where they were actually headed. "I don't know."

******

If Willow's first punch had left the attacking slayer stunned, the more forceful second she threw left Buffy nothing short of bewildered at just how thoroughly her best friend was indeed kicking every sqaure inch of her ass. Managing to regain her balance, she ducks the wiccan's next blow, landing her own fist across Willow's jaw.

The two exchange a few more blows until Willow manages to catch her with a quick roundhouse. Trying to get in her own kick, Buffy frowns as she sees Willow do an instant flip over her. In an equally swift motion, she grabs Buffy from behind, throwing her clear across the room into one of the bookcases, a still unmoving Angel looking on from the side.

With a nonchalant outstretch of her arms, Willow begins sending the stacks of books toppling onto Buffy, trapping her overhead, the wheeling ladder that had been thrown in front of her pinning her as well against the wooden frame of the shelves. Her hands still free at her sides, the dynamic blonde makes a desperate reach for the metal rungs before her, finally managing to shove the ladder away and free herself from behind it. Not waiting to recover her breath, she makes a leaping dive at Willow, landing her onto her back.

"Get off, super bitch!" With a sudden boost of strength, she shoves her off, sending her flying into the nearby counter, the glass cascading onto the floor around a dazed Buffy. Finally having seen enough, Angel steps in, grabbing an unsuspecting Willow around the waist from behind and lifting her off her feet, flinging her through a half circle before murmuring into her ear. "We can help you stop, Willow."

"Now we can't have that, Angel." She easily reverses the hold, answering him in kind with a quick knee to his stomach, knocking the wind out of him. "Buffy still has to show me what a slayer really is."

******

"Can't...run any more..."

Having maintained a steady pace in their escape, the others found themselves being led on a roundabout path through the quickly darkening alley-ways of Sunnydale, until finally emerging onto a quiet street a good distance from the Magic Box. While the friends still felt it was necessary to press on further, a clearly winded Xander was content to stay where they were. "I need...to breathe..."

Stopping to take a look back over his shoulder, Doyle finds him bent over, his hands on his knees as he breathes in a few more huge gulps of air. "Xander- if you wanna keep breathing, you gotta keep moving."

"This is bogus!" he gasps, standing once more to catch up with them. "We've gotta get out of this town. Mexico!" he's suddenly struck with the idea. "We should go to Mexico!"

"Hey- you're not going anywhere," Gunn yells back, already sick of his role as babysitter. "We've just gotta find a place to hide you until we get the all-clear from Buffy and Angel."

"Yeah, and what if the slayer and her boy-toy are dead already?" Xander challenges, earning a fierce and alarmed glare from Cordelia, the others not regarding his remark much better. "I mean, we're just supposed to sit around waiting for Willow to show up and disembowel us?"

"Look-" Doyle releases his hold on Cordy's hand, fully intending to place Xander's neck in an even firmer grip as he turns back to face him, "you do what I say to-"

Before he can take another step, the half-demon finds himself staring down the dark barrel of the handgun Xander had deftly removed from his belt behind his back. "I don't think so..." he mutters, clicking back the gun's hammer with a determined glare.

******

Angel's interference had bought the slayer enough time to get her second wind, launching her into another attack on the forceful wiccan. A few harsh blows into their second encounter sends Willow back across the shop, landing her in a most favorable and revealing spot. "Well, hey," she greets Anya and Fred, now exposed from their seclusion by the wreckage that had taken place. "Isn't this interesting...Anya and teach' are still here." Steadying herself on her feet, she makes a move to reach them, making quick work of Buffy with a casual blast of energy from her hand before the slayer can block her path. "Looks like I've been beatin' on the wrong gal."

Deciding to start with Anya, she snatches the restored demon from her cover, lifting her into the air by her neck in a swift motion. "Help me!" she chokes out, her eyes darting around in search of anyone to come to her aid. With a spasm of boldness, Fred is the first to try and divert the wiccan, only to be launched aside by a blazing scorch of magic radiating from Willow's free hand. "Help me!" Anya pleads again, finding a moment of comfort as she sees Angel helping Buffy to her feet along the wall. "You're hurting me."

"You can't block my spells if you can't chant," Willow tightens her grip a little more. "And you can't chant if you're sleepin'." Deciding to show a bit of mercy, she throws Anya aside, her already frail body headed straight into another bookcase, coming to rest beside Fred. A small groan can be heard from where they'd been laid out, the two slipping into unconsciousness.

"So much for friends, huh?" she observes with quiet menace before turning, pausing only to pick up one of the books the two had been concealing. Upon closer inspection of Lindsay's acquired text, she rakes a hand over its cover with an arch _expression of curiosity on her face as the powers contained within rapidly seep into her already magic-saturated system.

With an eerie, satisfying beauty, a black wave of light illuminates Willow's face, radiating outward in fierce, rippling blasts from every door and window with a roar that can be heard for a block around. For a few brief seconds, a new, ominous glow lights the skies, melting some of the glass in the shop's windows. Suddenly, a thunderous rumble explodes from far beneath the ground, the echoes of the new evil that was indirectly being unleashed ripping through the stilling air of the store. Then all was silent again, the cold laughter of Willow's voice the first sound to be heard. "What a rush..."

Urging Angel to check on Anya and Fred, Buffy approaches her best friend, once more prepared to face off. "Buffy..." she smiles, taking her own step forward, "...I gotta tell ya...I get it now. The slayer thing really isn't about the violence." As the two begin circling one another, eyeing each other carefully, Willow raises both arms, anxious to test out whatever powers she'd just absorbed from her latest source. "It's about the power."

A whirling tornado of magic strikes Buffy in an instant, slamming her onto a nearby desk where she tumbles over, landing in a dejected heap on the floor, groaning in agony. With blazing eyes, Willow steps nearer, prepared to finish the job to move on to her true purpose. "There's no one in the world with the power to stop me now-"

Mere seconds elapse before the green blast of magic strikes her, the startled wiccan finding herself being launched into the air clear across the store. Finally sliding to a stop, she wearily lifts her dazed head, looking over to where the blast had eminated. The sight of Giles' daunting figure, a sturdy Joyce close behind him, sends a trace of panic through her as the englishman's unwavering voice rises over the unsettling silence.

"I'd like to test that theory."

******

Part 12

"Giles?" In her struggle to get up, Buffy's struck with a new sense of hope upon hearing her former watcher's voice. From his own spot alongside Fred and Anya, Angel turns towards the front door, his eyes going wide at the sight before him.

"Uh oh..." Smiling lightly as she sits up to face the others, Willow lets out a sarcastic laugh. "Daddy's home. I'm in wicked trouble now."

"You have no idea," the englishman drawls morosely. He watches for a moment as the wiccan sits up further, backhanding the blood that was trickling from her nose. "You have to stop what you're doing."

"Uhh, sorry. Can't do that," she grins, steadying herself on her knee as she shakily tries standing. "I'm not finished yet."

"Neither am I," Giles responds. "No- stay down," he casually waves a hand at her, forcing her back down to the floor in an instant.

"Heh...that's borrowed power," Willow comments dryly. "No way is it gonna be strong enough-"

"I'm here to help you," Giles urges, earning another bout of laughter from her for his attempts.

"Thanks, but I can kill Xander all by myself. But hey- if you'd like to watch...that's what you watchers are good at, right? Watching? Butting in on things that don't concern you?"

" *You* concern me, Willow," he explains, taking a few cautious steps towards her. "Stay on this path, and you'll wind up dead."

"Willow," Buffy pleads, stepping closer to them, "listen to him. I don't wanna fight you anymore."

"I don't wanna fight you either," she throws a quick glance over to her before returning her focus to Giles. "I wanna fight *him*." Drawing on her consumed energy, she makes another attempt to rise.

"Stay down," Giles commands once more, but his gesture of power comes up short as Willow makes one of her own and blocks him, her confidence quickly returning.

"No..." As she advances towards him, her smile turns even more menacing, the black hue returning to her eyes. "See, I'm not just some rank, dabbling, amateur anymore. So buckle up, Rupert..." suddenly a surging radiance illuminates her body and a chilling hum distorts her voice, "...cause I've turned pro." The store's lights begin flickering and whirring in a mad rush as the wiccan's spell begins. "Asmodea, bring forth-"

"Vincire!" With an exultant glare, Giles fires his own blast of magic, its contained power effectively trapping Willow in a glowing green band of energy. "What? No- get off!!" she begins struggling mindlessly against her restaint, desperate to break free from the spell. "Solvo! Libero..." she falters to a halt in her translating as her head snaps back, her eyes drawing closed. With another gesture from Giles, her limp body begins to hover, the band of magic encircling her beginning to solidify.

"What did you do?" the slayer blindly reaches out to him, her eyes still fixed on her best friend, apparently rendered unconscious by the spell.

"Contained her and her powers within a binding field. It puts her in a kind of...stasis for the time-" As he turns to face her, his eyes take in Buffy's bruised and battered condition for the first time since his return. "My god Buffy...are you alright?"

No more than a second passes before the small blonde turns into his arms, wrapping him up into a tight, teary-eyed hug. Too caught up in her initial moment of relief, she almost doesn't hear the familiar, exhausted voice calling to her from over Giles' shoulder. Drawing her eyes upward, she hurries into Joyce's waiting embrace with a glad cry.

"Oh honey...are you alright?"

"Yeah- yeah, I'm fine, mom," she lets out a slight whimper before her usually playful tone returns. "So- you bring me back any cute souvenirs?" Their group embrace carries over to Angel, the three making a move over to help Fred and Anya as Giles approaches Willow. "I'm very sorry about Tara..." he lets his gaze linger a bit longer than he'd planned before turning to move away, his shoulders bowing under the burden of too much sadness, his hands nervously fisting into his pockets.

"This..."

Willow's struggling voice rises unexpectedly, drawing everyone's attention as her eyes wearily open, her neck craning to face them all with her promise. "...won't hold me...forever..."

******

"Whoa, whoa. Okay..."

With one eye on the metal before him, the other focused on the weapon's owner, Doyle makes his plea into the dark night fast approaching. "Let's just put the gun down...okay?" But there was no answer, no sound at all except the desolate, endless drip of rain.

"Oh, no way..." His hand still shaking as his finger settles on the trigger, Xander takes another step forward. "Like hell I'm gonna let Willow skin me like she did Finn."

"God- paranoid much, you skitzo?" Cordy snaps at her ex. "You're not gonna die!"

"Delia..." as much as he appreciated her concern, the half-demon wasn't too thankful of the tactful brunette's chosen method of calming their desperate young friend, "...really not helping matters with the insults here..."

"Xander!" Graham yells, carefully setting Oz down from his shoulder, propping him up against the side of the building. "Drop it man. You know you don't wanna do this."

"The hell with you, Miller!" his voice strains in return. "You think just because you switched colors before all of this happened that makes you somebody to them? You think any of them really care about you?" His eyes quickly dart over his shoulder to his other former associate. "What about you, Linds? How long do you plan on stickin' around? The only reason you're even giving this whole 'model citizen' thing a try is because of your little thing for Buffy."

"People change, Xander," the young lawyer offers his simple response.

"Yeah right..." His nerve beginning to bluster, he returns his focus to Doyle. Thankfully, Xander's slight deviation had left enough time for a quick, silent exchange between Graham and the half-demon. Giving a simple nod of his intentions, Graham slowly reaches a hand behind him to pull out his own handgun...only to find an empty holster where it should've been.

Before he can give thought to where it had disappeared to, a single shot explodes into the silence. Fully expecting to see Doyle laid out in blood along the alley, Graham darts around to watch Xander stagger off to the side, not injured, though jolted by the unexpected blast from the figure who'd stepped complacently out of the shadows. As he spins around to the source of the sound, he feels his temple brush alongside cold metal.

"That the same gun you used to kill Tara?" Oz calmly asks, his hand staying just as sturdy as he presses Graham's gun firmly against Xander's temple. "That the same one you used to shoot Buffy?" The last reference had finally gotten to him. Bowing his head, his eyes tightening closed, Xander falters briefly, just enough for Lindsay to knock the gun from his hand.

Stepping forward, Graham reclaims his own gun from Oz, easily lifting it out of the young man's hand as he addresses his fallen comrade. "You're not leaving Sunnydale, Xander. When this is all over, you're going to jail to do your time. Isn't that right, Doyle? Doyle??"

Peering off to his right, he sees the others gathered around a vision-stricken Doyle, already tumbled down to the ground in pain. A few moments pass before he pulls himself to his feet, a hand still raised to his head as he regains his breath.

"You okay?" Gunn checks, reaching out an arm to help steady him.

"Yeah..." he lets out a heavy sigh, "...but the others...something's goin' down at the shop..."

******

With Angel and Buffy supporting her weak frame, Fred finally settles down next to Joyce in the back room of the Magic Box. Whatever items that had remained in one piece Anya was busy cleaning up and sorting out in front, while Giles stands silent before the others, unsure of how to handle their current situation.

"The council?"

He wasn't surprised by his slayer's curiosity, but more by her unusual regard to one of their collective least favorite subjects. "The council haven't a clue. About much of anything, really."

"Oh- but they did pay for our flight, Rupert," Joyce reminds him, sharing a lighthearted smile with him. "Can't knock 'em there."

"Remind me to send a gift-basket," he muses in turn before explaining further. "No- the, uh...coven in Devon that Joyce and I met with. They sensed the rise of a dangerous magical force here in Sunnydale. A dark force, fueled by grief. A seer in the coven already knew about Tara. That's when they imbued me with their powers."

"And sent you back to bring Willow down," Fred assumes, earning a nod from the englishman in response.

"Buffy- what's happened here?" Giles' voice turns remorseful, having already seen how far Willow had fallen.

"God..." Cringing closer to Angel for support, Buffy looks over at a loss for words. "I don't even know where to start..."

"Riley's dead..." Angel jumps in for her. "Willow- she...she killed him..." he finds his own voice failing him upon deciding to spare them with the sordid details of poor Finn's demise. "And Anya...she's a vengeance demon again."

"We tried holding off Willow as long as we could," Buffy feels inclined to add. "Anya and Fred tried working some binding spells on her."

"A- and Lindsay brought back a text," Fred adds. "It was supposed to trap an' drain her, but...guess it just didn't work, huh?" The last bit of information striking him, Giles makes a move to sit beside her, anxious to take a look at the books she carried with her.

*****

Inching along cautiously in her work, Anya couldn't help but pass a glance every now and then to where Willow was still hovering. Although she chalked it up to morbid curiosity, she still couldn't help but feel sorry for her in a way. If given the chance, she wasn't sure she'd pass up the oportunity to make quick work of Xander either, all things considered.

she hears the familiar voice call over to her. Looking narrowly at the wiccan as her eyes slowly open, she hesitates before moving any closer, even as Willow continues her telepathic pleading with her.

"What?" For a split second, the restored demon is tempted to go and get the others. Though feeling uneasy about the direction her thoughts were turning, all the same, she found it difficult to ignore them.

"I...I can't..." she whispers, her head darting around to the back room. "I don't know how..." A twinge of guilt strikes her as she still debates whether or not to alert the others, but her flow of rational thought quickly shuts off as Willow's next offer enters her mind. < I know how...do you want me to tell you?> Willow's face contorts into a sly grin as she makes one final bid for Anya's help.

*****

"What's going to happen to Willow?"

Giles slowly looks up from his reading, finding himself unable to fully face her, unsure of how Buffy would be able to deal with the realization he himself was still trying to absorb. "Well...the coven is working on a...way to extract her powers without...killing her. And, uh, should she survive, you ought to know, Buffy, that there's no guarantee she'll...be as she was. Willow has killed another human being of her own will. How will she be able to live with herself?"

"Oh..." a smirking Anya leans against the doorframe, her demonic features contorting her face, "...I wouldn't worry about that, guys..."

With her new accomplice by her side, a freed Willow emerges in the doorway, her eyes pitch black with her new surge of power. Her tone shifting to profound self-satisfaction, she lets out a faint chuckle. "...Willow doesn't live here anymore..."

*****

Part 13

Warily, still trying to collect whatever bit of resolve she'd managed to hold onto over the past two days, the slayer presses her attack, making it a good three steps closer to Willow before being launched backwards yet again by the wiccan's restored powers. With a solid thud, she's blasted into Angel, the two toppling over one another. Maneuvering their descent so that he takes the brunt of the impact, Angel covers Buffy's body with his own, his weight resting firmly against her back as he lifts his head at the sound of Giles making his own brisk approach to fend off their friend. "Vincire!"

The englishman holds out a hand toward Willow, sending another binding spell toward her, but she waves her hand at it, mumbling her own blocking spell. "Solutum." With a proud glare, she watches the binding field easily dissolve at her command. "Fool me once..." she grins, turning her attention to the ancient collection of knives in the back room, "...shame on you."

Scrambling to his feet, Angel throws himself into Giles, the force of his leap just enough to place them out of reach of the spearing blades. In one swift motion, Giles flings out a desperate hand, sending one more blast of energy straight at an unsuspecting Willow. "Excudo!"

The blast and accompanying flying brick-debris that had made up the wall of the storage room sprays outward from Willow's skidding body as she hits the ground of the shop's main showroom, a dismayed Anya preferring to use the doorway to join her out front. "Damn..." she observes in disbelief, throwing a pointed glance at Giles as he hurries after them, "...I don't think my insurance is gonna cover that." Seeing his back turned to her, the demon seizes her chance, slamming him viciously into a already-toppled bookcase with her own powerful shot of magic.

Shaking her head, Buffy pulls herself to her feet, hurrying to a still-struggling Angel's side. A split-second later, Joyce and Fred race over to them from their cover, quickly checking their bodies for any serious damage.

“Angel- your head! Are you alright?” Fred asks, helping the others to get him up.

“Fine...I’m f- fine,” he huffs, a bit of his strength coming to the surface.

“You’re not fine-“ Buffy scolds him. Diverting her focus for a moment, she turns to her mother and Fred. “You two need to get out of here- we can take care of things.”

"No-" Joyce's hand shoots out, taking a tight grip of her daughter's.

"We're not leaving you here-" Fred insists, though she knew she was having trouble keeping her voice from shaking.

"Mom- please!" begs Buffy, giving her a look that immediately told her not to argue the matter any further. "Get back to the house and stay there until you hear from us!"

"Go out through the back," Angel cranes his head toward the side door, giving his future mother-in-law his own pleading look, thankful when he sees her wrap an arm around a reluctant Fred, ushering her towards safety.

"Ooooo..." With quiet menace, Anya strolls almost casually back through the havoc her store had been reduced to, coming to a halt in the storage room, just in time to see Joyce and Fred make their departure. With a contemptuous glare, she takes a few steps towards Buffy and Angel. "Now, you two don't think you're gonna get outta here that easily too, do ya?"

"Why are you doing this, Anya?" the slayer demands. "Just who's side are you on?"

"Easy..." A sick smile plastered across her face, she makes an outstretch of both arms, sending a cascade of fire to blaze along the floor towards them. "...the one that survives..."

******

"Where are we going now?" Xander murmurs. "Shouldn't we keep going in the *other* direction instead of heading back onto the battlefield? Ya know- *away* from all the potential fatality...mainly the killing me part?"

"I don't know, alright?" Doyle snaps back. "All I know is what I saw, and what I saw was trouble."

Slowing in her pace alongside him down the sidewalk, Cordelia sighs in defeat. They'd been running in circles all night, and although Doyle was trying his best to keep charge of things, they were still at a loss. Cold and wet, her mind glazed with horror at the thought of what the half-demon's latest vision had shown, she, along with the others, was still nowhere closer to making a choice of where to possibly go, or what any of them could possibly do.

Suddenly, the choice is made for the friends when everything along the deserted neighborhood jumps in place and bounces with a clatter as they're shaken by the sound of an explosion no more than a block away.

"Dammit," grits Doyle, trying to sort out the source of the explosion from the sound of its echoes.

"What was that?" Wide-eyed and terrified, Cordy turns to him, but he was already heading towards the ominous glow down the street. "You wait right here," he cautions worriedly. "Get someplace safe. Take-"

"No..." comes Lindsay's adamant voice, grabbing his shoulder and pulling him to a halt. "You stay with the others. I'll go."

"But-"

"They're gonna need you," he pleads his case, unyielding in his decision.

"Then me, Oz, and Graham are comin' with you," Gunn insists.

"We can't have all of us going in different directions! Just stay together and take cover! Do it!" he shouts, running down the street towards the flames that he could see ahead of him, whatever fear within knocked out of him by what he saw- the roaring surge of flames swelling from the rear of the Magic Box.

******

Anya was so bemused by what she'd just done, she barely even noticed that Giles and Willow had returned to their feet, prepared to exchange blows again. She wasn't sure whether it was the sight of the fire she'd inflicted upon her own storage room that brought such a smile to her face, or the sight of those two pitiable humans, the lovers pathetically crawling past her in their desperate attempts to escape the unrelenting flames.

"That all you got, Jeeves?" Willow laughs, shaking her head as she observes the former watcher staggering towards her on shaky feet. Sparing a moment, she throws a glance over his shoulder to take in Anya's work. Subtlety clearly wasn't the vengeance demon's strong point, but she'd take what help she could get. "Ya know," she returns her dark gaze to Giles, "I could go another ten rounds. Whereas you...can barely stand."

"Your powers," he wearily begins, "may be undeniably greater. But I can still hurt you if I have to."

"Boy, you just don't get it, do you? Nothing can hurt me now." She raises a steady hand to her face, indicating the jagged cut that rests across her cheek. "This..." with a grin, she waves her hand in front of her face, the cut shrinking and healing itself in an instant, "...is nothing. It's all...nothing."

"I see..." Giles muses impassively, hoping his new approach would have more success in reaching her. "If you lose someone you love...the other people in your life who care about you...become meaningless. I wonder what Tara would say about that?"

His words did more to entice her than wound her as the scorned young woman yells out to him grimly, "You can ask her yourself!" With one careless gesture, she sends a bolt of radiance straight at him, only mildly surprised to see the slayer make a sudden leap for him, effectively pushing him out of the line of fire. Watching the stairway leading up to the loft crumble to the groung under the blast does little to console her as she turns to regard her advancing best friend with sheer contempt. "You're always saving someone. It's kinda pesky."

A quick glance to the flaming wreckage at her side gives the wiccan a sudden idea. Leaning down, she easily lifts a ball of fire into her hand. "You probably even think you're buying escape time for Xander. Well, I got a little secret for ya- I can kill him from anywhere I want," she promises, looking down at her hand. "With this..." Her will instantly being done, the flaming orb grows with her touch, drawing the attention of both Giles and Angel as they look on in dread. "It'll find him. It'll bury him. Along with anyone helping that dead man walking."

"Don't..." Buffy sighs hoarsely, knowing that her request would no doubt be denied.

"Unless...somebody, somehow...can get there in time to save them," she taunts, curling her lips at the small blonde standing nervously before her. "Huh...oh, well," she smiles eagerly, tossing the sphere of fire into the air where it makes its fast escape straight through the ceiling in search of its target. "Fly my pretty...fly." Casting her eyes on Anya, Willow shares a wicked smile with her. "See what I did there?"

"Very nice," the demon purrs in response, her own eyes darting over to search the slayer's face for her reaction. Clearly at a loss for what to do, Buffy throws a look to first Angel, then Giles, receiving the same answer from both men, Giles finally verbalizing it. "Go!" Catching a quick glimpse of the determined fighter as she races out the front door, Willow's sure to mutter the familiar words she'd grown so used to saying to her friend over the years. "Good luck."

She glances around to where Angel and Giles still stood and smiles triumphantly. "So much for your girl, huh Angel? But ya know...why should we let Buffy have all the fun? Whaddya say, Anya?" she calls over to her. "Why don't you go on ahead and keep an eye on the situation until I get there to finish things, hmm?"

"I get to start the party..." she jeers, tossing Angel an ominous glance before dissolving in a cloud of swirling energy with an inhumanly speed, "...what fun."

Half-expecting Willow's intent to divide and conquer, Angel wastes no energy in seeking approval from Giles before speeding out of the store, praying against all hope that he would be able to reach Buffy and the others before Anya could inflict any more damage.

"Thought they'd never leave..." Willow grumbles in disgust, turning her focus back to Giles. "Now I finally have you all to myself."

In a blurring instant, Giles makes hard contact with the ceiling, Willow hastily sending his exhausted frame soaring overhead with a quick wave of her hand. Helplessly pinned to the unyielding surface, he struggles to keep his eyes open, watching in dismay as she paces below him. "You're such a hypocrite. Waltzing in here with your borrowed magics. So you can tell me what?" She raises her head slightly to glower up at him. "Magic's bad? Behave? Be a good girl? Well...I don't think you're in any position to be telling me what to do," she mocks his current state, a playful grin breaking out across her face. "Do you?"

A solitary point of her finger brings Giles crashing to the floor, blood streaking his face as Willow looks on, noting with satisfaction the tiny flinches of pain he makes with each small movement. "I used to think you had all the answers. That I had so much to learn from you."

"Willow-"

With another scornful gesture, she forces him back against the ceiling, his groan of agony bringing a luscious glare to her features. "You were jealous. Still are. Just can't bear that *I'm* the one with power now."

"Incurso!" His desperate attempt leaves much to be desired, the green blast of magic doing little more than throwing her off balance momentarily. The wiccan's brief distraction is just enough to break her concentration though, relinquishing her hold on him, sending a bruised and battered Giles spiraling back down with a heavy crash.

"That...was rude!" she angrily pouts, taking a moment to recollect her thoughts. "Now I forgot what I was saying."

"Perhaps," a struggling Giles begins, painfully trying to bring himself to his feet, "you're not as strong...as you think you are. You're expending way too much of your mystical energy to maintain your powers. At this rate you're going to...burn out. And up."

Restless and discontented, Willow regards him disdainfully, rolling her eyes in annoyance as she paces over to him. "Blah, blah, blah..."

"Willow, you...you need to stop."

"What I need..." rushing forward with inhuman speed, she suddenly makes a grab for him, "...is a little pick-me-up." With her hands splayed across his chest, the wiccan wastes no time in draining his borrowed powers. Her hands flail out as she flinches back from Giles', still writhing on the floor in pain, and her eyes go wide at the intense energy now surging through her. "Whoa...head rush."

She recoils violently, blindly crashing against the furniture all the way across the room, until collapsing on the floor in front of the counter, sliding down against the shards of glass. Huddled there, her whole body racked with heavy gasps, she looks to a barely conscious Giles in wonder. "Wow...whoa. Who's your supplier? This is...wow."

All her reason, what little remained in her, was seduced by the poisonous surge of the magics flooding her veins. She's barely able to slew her head around to look at her subdued supplier gravely watching her. "It's incredible. I mean...I am so juiced...Giles, it's like...no...mortal person has...ever had...this much power. Ever. It's like I- I'm connected to everything...I can feel...it feels like...I...I can feel..."

Her serene smile goes slack as a new force overwhelms her, the mixtures of sorrow and madness, the pain and suffering of humanity, pouring across her mind like acid, searing her every thought. "...everyone. Oh- oh my God. All the emotion. All the pain. No, it- it's too much," her wavering voice lets out a whimper. "It's just too much."

"Willow..." Giles calls over to her, his own voice turning sullen as he rolls to his side on the floor to take in her condition. The burden too great for any one person to carry, she was clutching her head against the unendurable pain, trying to flee what could not be fled. "It doesn't have to be...like that. You...you can stop it."

Then, when it seemed that she would be crushed under the intolerable pressure, a cold purpose flows over her, sealing her even further off from the pain- both her own and that which had just been inflicted upon her. She reaches outward with her rage, turning it away from her own vulnerable guilt. Turning her fathomless gaze upon the shuddering man who lay among the spilled debris of her carnage, she finally regains her composure. "Yeah...I- I can. I have to stop this," she resolves, slowly rising to her feet. "I'll make it go away."

"Willow-"

"Oh, you poor bastards," she mutters pityingly, feeling her purpose gather itself around her. With ease, she lifts into the air, her rejuvenated magics already beginning to encircle her. "Your suffering has to end."

"No..." Giles' voice is barely a whisper as he helplessly watches Willow make her departure, literally disappearing into a fierce whirl of lightning right before his eyes.

******

The dark city flashes by Buffy in a mad blur, lights reflecting from a kaleidoscope of rain-slick surfaces, while a few blocks behind her, Angel makes his own dash into the rain-swept night. Far overhead, the blazing orb of fire whirrs ahead, only seconds away from reaching its destination.

"Ow!" For the most part, Graham's approach was having little to no impact on attaining a suitable place of shelter for the friends. "Oww!" With each kick to the nearest crypt's door he was hoping to make at least some progress in pounding it open, but the stone would neither crack nor tilt under the bludgeoning of his foot. "Man, they've really tightened security up here lately," he grumbles, giving another hearty kick. "One too many squatters from the Hellmouth."

"Hide out in the cemetery," Xander scoffs, his insolent tone not going unnoticed by the others. "What a fantastic idea."

Keeping his focus on the task at hand, Graham throws an aggravated shout back over his shoulder. "Yeah, I'm working on a whole 'shut the hell up' pitch you might like too."

"Umm...guys?"

"Ya know what," Gunn's quick to come to Graham's defense, "I've had just about as much as I can stand baby-sitting a rag-tag *murderer* who doesn't appreciate-"

"Guys?!"

This time Oz's panic-stricken voice catches their attention, drawing their collective sight to where he'd been staring in wonder at the steadily descending streak of radiance up above. "What's that?"

"Get out of there!"

Diverting his gaze at the sound of the familiar voice, Xander is the first to spot the slayer racing towards them. "Move!" So caught up in watching her swift, tireless leaps over the succession of headstones, he finds himself being shoved unceremoniously to the ground, rolling with Buffy mere inches from where the fireball strikes, effectively bringing the others toppling down as well.

Tumbling none too lightly to a jarring stop, Xander's head bounces off of a nearby headstone, the impact so sudden he doesn't have a chance to get out a whimper of pain as he falls out of consciousness.

"Xander, Xander, Xander..." Materializing complacently out from the shadows, Anya smiles cruelly down at her ex. "Gotta tell ya..." she snickers, leaning over to grab his shoulders, preparing to make her departure with him, "...this is a helluva time to be sleeping."

"Anya- don't!!" With a desperate cry, Angel sprints along his trailing path, making his full presence known with a diving lunge for her. But to his surprise, he winds up spearing an unsteadily rising Buffy back to the ground instead as the restored demon, her acquired prey in hand, easily disappears in a cloud of swirling energy.

Scanning his surroundings, checking to see if the others had endured any serious damage, Angel is thrown slightly off balance as the ground beneath lifts and splits apart, slowly crumbling under the raging blow of the fireball's impact. His eyes quickly pick up on the unusual sight of Buffy still trying to get up from her fall, slipping more than once along the shaking earth as she instinctively crawls towards him. "Buffy! Buffy, hold on!"

His frantic reach for her comes up short as a portion of the ground falls away from underneath her, swallowing her up into its gaping depth. "Buffy!" Angel's scream matches her own as he loses his footing, dropping down to land heavily but unharmed into the sodden ground of the hole, the crumbling dirt and rubble raining down on the lovers from above.

******

Part 14

"Oh my god..."

For a split-second, he'd suspected the worst. Seeing the store in virtual ruins, the front door easily falling off of its hinges into his loose grasp, didn't give him much hope for what to expect inside. But as soon as he spotted Giles, gasping with a hand to his chest, Lindsay felt a sudden wave of hope wash over him. "Giles!" maneuvering through the debris, he makes his way over to kneel beside him, shaking him slightly. "Giles? Giles?!" he quavers, quickly becoming desperate without getting much of a response. "Giles!"

With his eyes fixed to the ceiling, the englishman finally wakes, his own relieved gaze matching the young lawyer's. "Lindsay?"

"Are you okay?"

"I can see..."

"Oh...that's, uh..." he falters slightly, unsure of just how to respond to the seemingly casual remark, "...it's...a miracle."

"...I can see *her*," comes Giles' further explanation, his voice choking a bit as he continues. "She took the magic I had and...now...I know where she is. I can feel what...oh, god..."

"Giles, you have to rest."

"I'm dying, you hick!" Giles snaps irritably, angry at his own helplessness in their situation.

"No you're not-"

"It was...it was the only way. I thought we...there'd be a chance...now...I know where Willow is. She's going to finish it."

"Finish what?"

"The world..."

With Giles' two quiet, ominous words, the two men are stunned into silence, until Lindsay takes a moment to fully survey their surroundings. It had been a nice place once...just a little while ago. And even now, shattered and trashed, it was still an appealing room, with its heavy cast iron support frame angling sharply towards the high ceiling, subdividing the space into airy pyramids topped with Victorian fretwork. Now it was reduced to shambles, a charnel house, a place of death and suffering, and all at the hands of a scorned young woman, still on the hunt for more. "But how? I mean...didn't you guys get her to use that book I brought? She should be draining by now."

A bitter determination transfigures Giles as he forces his dying body to struggle closer to the young man. "That book!" he gasps, with breath he couldn't spare, stretching out his bloodied hand to Lindsay's collar, pulling him down closer. "Where...where did you get that book?"

"A- a friend of mine," he stammers, a bit taken by the incensed glare he was now being given. "One of my clients- from LA. It was supposed to bind her, then drain her powers."

"No...no, it couldn't have...I looked it over..." he relaxes back to the floor, his eyes tightening closed with a wince of pain. "It wasn't a binding spell...it was...a summoning spell."

"But...Sorel told me-"

"Whatever you and your friends in LA...were trying to accomplish..." fixing him with an accusing glare, he challenges him angrily, "...it wasn't supposed to help us..."

"Now wait a minute, Giles...I only know what I was told," he says, defensive and guilty at the same time. "I was only trying to help- be part of the team. I guess I...I never really was good at that, huh?" he finally admits with a weary bitterness. With an almost apologetic look, he reaches into his jacket, fumbling for his cell. "A summoning spell, huh? To summon what?" he nervously asks, fearing the answer he'd receive.

Only he didn't receive much of one. "It's already coming...from beneath..." With a final gasp of pain when he tries to shift his position, all the breath and sense knocked out of him, Giles' eyes drape shut, dragging him back into a lapse of unconsciousness. "Great..." Lindsay sighs, depressed by the odds facing them. "Well, I guess you really will need my help after all, won't you?"

******

The thin veil of sunlight breaking out across the city sky did little to dissipate the chill that Angel felt as he reached a hand over to Buffy, brushing the dirt from her petite frame as he helps pull her to her feet. His fabled equanimity was shaken when he saw what awaited them overhead- a towering thirty feet of crumbling earth. With an impassive face that hid a troubled mind, he lifts a hand along the dirt encompassing the gaping hole, staring up at the potruding coffins jutting out at them from all sides. It looked unapproachable at best, and he was about to say as much until a blonde whirl rushes past him, making a running leap up onto the closest coffin.

Clawing at the crumbling debris, Buffy steadies herself on the makeshift platform using the tree roots lining the dirt tunnel. But the night's steady downpour had reduced everything to a slush of mud, and the slayer stumbles in its wake, quickly falling when the roots give way, landing her straight into Angel's waiting arms below.

"You okay?"

"Yeah..." she sighs, sliding out of his embrace to gain her bearings once more. "We have to get out of here. Doyle!" her yell echos back at them, struggling to reach over the hole's edge. "Doyle! Oz! Guys- anyone up there?!"

Her pleas going unanswered, she makes a move towards another coffin, giving the solid wooden frame a fierce tug as Angel crosses over to her side, picking up on her plan. "If we can pull these out, we can use the coffins for height- maybe get out of here."

"Hello?" The exhausted voice calling from overhead draws their eyes upward in disbelief. "Oz?"

"Angel?" he calls in response, showing his face over the pit's ledge. "You okay? Where's Buffy?" Stepping into the stream of light, the slayer makes her presence known. "Where's everyone else? Is Xander up there with you?"

"Anya got Xander...but everyone else is fine." He throws a glance over his shoulder to where the others were just getting to their feet, Doyle being the first to hurry over to him.

"You two alri- whoa!" With barely enough time to let out his panicked gasp, the edge of the pit gives way, even more earth and grass spilling down into the hole as Oz just barely manages to yank Doyle back, keeping the two of them from joining their friends below.

"You've gotta find some kind of rope or something and get us out of here," Buffy urges.

"Right..." Oz throws her a determined nod, followed by Doyle's own resounding stare.

"Okay, we'll, uh...we'll take a look around."

"And hurry up before-" The sudden ringing from Angel's pocket takes him by surprise. Pulling out his cell, thankful for once at Buffy's insistence that he carry one, he flips it open. "Yeah?"

"Angel."

"Lindsay? Is that you? I can barely hear you. Where are you?"

"Back at the shop."

"Did Giles stop Willow?"

"No...Will messed him up pretty bad. He's a little out of it, but so far what I've been able to get out of him is that things just got a whole lot worse."

"How worse?"

"End of the world worse," he sighs bleakly, throwing a quick glance to where Giles was beginning to show signs of waking once more. "Willow's gonna destroy it."

"She can do that?"

"She can and she will when she gets to where she's goin'."

"Where's she going?"

"Big old Satanic temple. Kingman's Bluff?"

"But there's no temple on Kingman's Bluff."

******

Struggling to open his eyes, Xander can barely make out the two figures pacing in front of him, let alone the massive stone steeple rising to the surface. Through the blurriness, he finally recognizes the first of the two to approach him, a feral grin already plastered across her face. "Anya?" His eyes fully open and adjusted, he looks up at her, trying to pick himself up from where he'd been dragged across the grassy hill.

“Feeling any better, Xander?” the restored demon asks him, laughing at his attempts to get up. Mustering up some remnants of strength, he reaches out to grab her but fails in his attempt. “What do you think?” he groans.

"I think you oughta just sit back, and enjoy the show..." she sneers, sending him sprawling back to the ground with her own jolt of energy, "...at least for now."

With her focus entirely on the task at hand, Willow's blackened eyes gleam with pride as she lets her gaze travel across the outline of the carved stone, already spanning over twenty feet and still not completely above ground. Straightening up, letting her arms fall back to her sides, she looks pensively at the structure when it rises fully, protruding from the earth at a crooked angle, its magnificent proportions and soaring shape ominous in its presentation. "Much better..."

"So this is it, huh?" giving a wounded Xander a quick glance, Anya turns toward her counterpart for a closer look. "Proserpexa..."

******

"Proserpexa? Who's she?"

"No clue," Angel cranes his head slightly in answer to Buffy's uncertainty before probing Lindsay for more details. "Linds, what do you know about this Proserpexa?"

"Lucky for us Lilah's one of her biggest fans," the young lawyer lets his thoughts drift for a brief moment to his former associate for the first time in weeks. "Proserpexa was way up there in the hierarchy of she-demons. Her followers intended to use her effigy to destroy the world. They all died when the temple got swallowed up in the big earthquake of '32. So now seventy years later, Willow's going to make their dreams come true."

"She's going to drain the planet's life force, and funnel its energy through Proserpexa's effigy and..." Angel's gaze drifts over to Buffy, his voice laced with anguish at the thought, "...burn the Earth to a cinder."

"Not if I can help it," comes the slayer's determined promise as she turns once again in search of a way up and out of their confinement.

"You can't-" Angel hears Lindsay shout in response over the line, a deep sigh accompanying his words of doubt before continuing. "That's something else Giles said- no magic or supernatural force can stop her."

"What does that mean?"

"Don't know. He- he said, 'the Slayer can't stop her,' and then he said a bunch of other stuff." He passes a concerned glance over Giles' motionless form, his breathing still uneven and harsh. "He really hasn't been too clear. Just keeps slippin' in and out on me. I don't think he has a lot of time left. I've gotta get him to a hospital or something-"

"Lindsay, wait! You have to...Linds? Lindsay?! Dammit!" Angel yells, tossing his cell aside at his friend's hasty goodbye. Almost growling in his growing frustrations, he steps over to where Buffy was still yelling up to the others. "Buffy-"

"Oz! Where's that rope?!"

"Buffy, Giles said there's no force that can stop Willow...not even the slayer."

"Oz?! Doyle?! Where the hell did they go?" Buffy ignores him, giving a few more shouts.

"Buffy, would you listen for a minute?!" Angel cries urgently. "You heard what Giles said-"

"I heard," she snaps, confused and desperate. "I don't care- I have to try!"

"Hey guys?" Gunn's shout draws their attention back top. "We've got a little problem up here."

"No rope?" Buffy lets out a dejected sigh.

"No rope," Doyle confirms.

"And no Oz," Cordy finishes for him. "He just took off for Kingman's Bluff to try and stop Will."

"He's gonna get himself killed if we don't get out of here," says Angel, adding his strength alongside Buffy's as they begin trying to move one of the coffins into a more useful position.

*****

"How pathetic," Anya smirks, grabbing the back of Xander's head and slamming it against the concrete of the steeple for a second time. "You spend all those months training with those other freaks in the Initiative, and how do you go down?" she accents her question with another quick shove to his head. "At the hands of two women."

“Anya...wh-“ At first he wasn't sure what had happened- one minute he had been face to face with whatever the hell that thing was he saw rise above the hill, the next, the wind was knocked out of him and he was lying on the ground, dazed and with a throbbing headache. As he wages a brief but futile struggle against the glowing band of energy that now encased his limbs, through a haze of pain, Xander can see Willow step in front of him, a hand already raised towards him. "Will...please..."

"Funny...that's just what Riley said..." she recalls, a simple flex of her hand producing the bullet she'd taken out of Buffy earlier. Grinning lasciviously at him, she lets the tiny piece of metal hover before her for a moment, noting with satisfaction the tiny flinches Xander makes in his efforts to slither back from her. With an exultant snarl, she lets the bullet fly, hitting him in the shoulder. The sheer force behind her strike rips him back, half spinning him around in his restraint, and he writhes helplessly in pure agony.

"Well...now that we have a minute..." the wiccan turns to her counterpart, her lips already curling into a wicked smile, "...we should really get started."

"What about him?"

Passing a sidelong glance to where the patch of grass was already stained with Xander's steady flow of blood, Willow lets out a soft chuckle. "He isn't going anywhere."

******

"I'm not just gonna sit here while Willow incinerates what I'm chosen to protect, Angel." Their attempt to budge any of the coffins was proving as fruitless as she'd feared it would be, but Buffy wasn't skimping on effort, even when the fatigue of the past few days began creeping up on her.

< From the pit of forgotten shadows... >

Suddenly, she comes to a halt in her struggle, her eyes narrowing as she senses an isolated presence darting across her mind, blurring with her own thoughts. Chalking it up to lack of sleep, she puts all of her weight back down onto the coffin, trying to jerk it from its position. "We have to stop her-"

< Awaken, sister of the dark, awaken... >

The voice came again, taking on a familiarity as it echos through the slayer's own silent thoughts. Awkwardly, comprehension slowly growing in her mind, Buffy takes a step back, earning a confused and concerned stare from Angel she was sure matched her own.

< Always the slayer...> the heavy sigh comes across more than annoyed at Buffy's relentless determination.

"Buffy?" Angel places a hand to her shoulder. "What's wrong?"

<...right to the last...>

"Willow?" Buffy finally whispers tentatively.

< And it is the last, you know?> the wiccan's voice sharpens, scornful in its tone. < For all your fighting...thinking you're saving the world...>

"Buffy?" Angel finds himself quickly being hushed, wordlessly obeying as he watches Buffy, seemingly able to maintain some sort of telepathic link with Willow.

< In the end...I'm the only one that can save it.>

"By killing us?" Buffy mutters, disillusioned and resentful at her best friend's new intention.

< It's the only way to stop the pain. I can't take it anymore. But I know you, Buffy. You're a warrior. You won't go out without a fight. I don't really have time for one. I've got my hands full with killing Xander and my big welcoming party for Proserpexa. But you should go out fighting. And hey, look at it this way...at least you and Angel will go down fighting together.>

"Willow, what are you-" The thunderous rumble that explodes across the ground gives the slayer enough of an answer.

"What the hell's that?!" Graham shouts over the roar, warily stepping his way over the trembling ground to the ledge. "You two alright down there? What's going on?"

"Uh, guys...?" Cordelia's voice holds an uncertainty to it, as if she'd just taken notice of something. The friends' eyes collectively shift to where the brunette was fearfully staring a few feet past them at the creatures beginning to materialize up from the ground itself. "I think we've got our own problems up here."

Below them, the trapped lovers stiffen when they hear the steady crumbling echoing eerily across the dirt walls, their tension rising even more when they see their own set of demons completely detach from the tunnels. His eyes darting through the massive clawed-horde, trying to pick a good place to start their defense, Angel can't help but let out a grim laugh, to both his and Buffy's surprise, a wave of playfulness sweeping over the two in the midst of their distress. "Guess Willow decided to send us an early morning wake-up call, huh?"

"Already I'm loving our odds of making it home for breakfast."

******

Part 15

At present moment, Xander wasn't sure what was worse- the pain tearing through the fibers of his muscles or the searing flashes of radiance rippling across his skin. All he knew for sure was the pain was everything, obliterating whatever thoughts that were left to run through his mind, to the point of where it felt as if the sheer pain itself would obliterate him as well.

"Proserpexa...let the cleansing fires from the depths burn away the suffering souls and bring sweet death..."

At the sound of Willow's intent chanting, he lifts his head, another bolt of pain surging through him at the simple movement. Every fibre in his being screams in protest as he makes an attempt to crawl over to his two captors, causing him to fall still, his head slamming into the soft earth beneath him. From overhead he can hear the crackle of lightning echoing the wiccan's words, spearing down from the skies to make a steady flow through her arms, green bolts of magic transferring between her and the statue.

Unmoving and patient, he waits, trying to gather as much strength as he has left in him before trying to move once again. "Wi..." he tries to speak, but finds his vocal cords barely responding. "Wi..." once again, he tries whispering, and finds more success. "Willow...you don't...wanna do this." A pant of relief escapes Xander's gaping mouth as he sees her step back from her work, turning ever so slowly on her heel to approach him. With a look of smug self-satisfaction stretched across her cruel face, she begins to talk in a slow, appallingly calm voice.

"You know, you're right, Xander. I wanna do *this* first-" Wasting no time, she makes a swift gesture of her hand, instantly drawing the bullet out of his shoulder, only to send it back, ripping into his chest with an agonizingly slow force.

"Oh god!" Xander's voice strains as he doubles over onto his back, his heart hammering in his chest, knowing it was just inches away from the fatal pierce of the bullet. "Please- Will! Don't! I- I...I'm sorry! I'm s-sorry..." he stammers to a halt, realizing his pleas would have little effect on what he was sure would be his own fate.

"Now then," Willow turns, nodding gently to Anya as she walks past her, "shall we continue?"

Whether it was the warm, familiar feeling of the sun's first few streaks playing across his bloodied face, the innocent rustling of the wind surrounding him, almost invading him, bringing a reformed sense of awareness to the surface- he couldn't tell; but somewhere beneath the mind-numbing pain overtaking him, Xander's own guilty self-knowledge wars with his fear and concern for Willow's second objective, the appalling thought of any more shattered lives having to pay for his recklessness driving him forward in his efforts to somehow put an end to it all.

"Willow!!"

His sudden strength of voice takes them all by surprise, tearing his two captors away from their chanting to regard him stiffly. "Don't do this!" he commands harshly, his voice deep and resonant against the thunder of the lashing magics swirling up and around Proserpexa. But the two women make no response. "You have me," he offers, for the first time since he could remember, meaning every bravado word of his promise. "Kill me, alright...just take me. I...I'm the one who should be suffering. Not you...and not anyone else." With a heavy sigh, he staggers up to his feet, lifting a trembling hand to his bleeding shoulder. "So whatever it takes...whatever you need to do to me to help you with this pain- just take it out on me. Can't think of a better way to go, to tell ya the truth," he adds with a slight chuckle. "You've been my best friend my whole life...no matter what, you're still Willow-"

"Don't call me that!" the wiccan's nerve breaks, her voice starting to waiver slightly.

"First day of kindergarten- you cried because you broke the yellow crayon, and you were too afraid to tell anyone. You've come pretty far. Ending the world, not your most terrific notion, but it still ranks higher than some of the decisions I've made. The thing is...yeah- I love you." Feeling the sting of more flesh being torn through with another twist of Willow's hand at his words, he stumbles back a few feet, struggling to maintain his balance. "I loved crayon-breaky Willow and I love...scary veiny Willow. So if I have to go out, it's here. If you wanna kill the world, well then start with me. I've earned it."

"Is this your great plan for saving your ass?" she retorts scornfully. "You're going to stop me by telling me you love me? Try and make yourself the big hero of the year by sacrificing yourself?"

"Well, I would walk you off a cliff and hand you an anvil, but...it seems kinda cartoony. Plus..." he lowers his eyes to his steadily flowing wounds, still wincing from the twist of the bullet as it continues seeping into his chest, "...I'm kinda lacking on strength over here-"

"Still making jokes," Willow snaps back in disgust.

"I'm not joking. I know you're in pain. I can't imagine the pain you're in."

"Well then here," comes Anya's voice from the side, "let me give you a little taste." With a blazing scorch of magic from the demon, Xander is launched backwards, tumbling over the patches of grass that were already stained in his blood.

Looking to Willow for a quick follow-up, Anya's more than shocked to see the wiccan's eyes flickering from hollow black circles to her usual green orbs as she stands in silence, watching Xander trying to rise on one knee. For a second, Willow stands silent, unmoving and passive before them, until Anya is unnerved into prompting a favored response. "Willow- now! Finish it!"

Hearing his ex's harsh command, her words cold and devoid of any emotion, Xander gasps in disbelief, finally straightening up, his hand reaching out as if somehow he hoped to stop whatever blow was to come from either of the two women. But he never had a chance to complete the movement- a sharp crack shatters the restless silence as the bullet finally strikes him completely through his chest with the force of Willow's sudden blast of magic.

"Will... " he whispers in helpless agony, his legs crumpling under him as he stumbles backwards and falls helplessly to the ground.

"Well, well, well..." Anya grins, an arrogant gloat lacing her words. "The look on your face alone makes up for all the damage done to my store."

"Why, Anya?" he asks, bringing his damaged arm up to slow the flow of blood from his chest as the restored demon walks over and crouches next to him, casting a quick glance back to where Willow was mindlessly turning her attentions back to her new objective. "Why would you do this?"

"Oh come on, Xander..." she scoffs, anxiously beginning to roll his limp frame towards the edge of the hill. "One of us had to have the guts to actually go through with something *and* do it right for a change. And besides..." as they reach the uneven incline, she pauses briefly, giving him a final once over, "...it's just too much fun-"

Her satisfaction is short-lived as her eyes peer down a second too late at the sharp blow coming at her. Having secluded himself along the bank of the hill, Oz launches his fist, smashing it into the demon's face with bone-shattering force. Not giving her any time to recover, he jolts up, making a quick grab for her from behind. One hand reaches up to muffle whatever yell she could've managed, the other twists her arm back behind her unresisting body. In one graceful motion, Oz blindly hurls her over the edge, sending her rolling down to land helpless and groaning along the field below.

"Oz," Xander manages to breathe out, struggling for both words and air in his weakened state. "What...how..."

"Later would be a good time for a heart to heart," Oz mutters as he drops down beside him, his hand instantly searching for the extent of his clearly visible wounds. "Can you get out of here on your own?"

"Not leaving..." he makes a jerking shake of his head. "Not until we help her."

"Don't you think you've done enough?" he regards him solemnly, his words coming off more critical than intended. "Look...just stay here. You'll be alright- try not to move."

Lightning forks across the sunlit sky, illuminating the vast steeple and its summoner as Oz makes his way over, his footsteps pounding heavily against the ground, still slick with the night's rain. For a moment he stands watching her, having to narrow his eyes slightly at the dawn's ever rising beams. Adjusting his sight to the leveling brightness, he steps alongside the distracted wiccan, Willow's eyes tightly closed in concentration of her ongoing chant. "Hey, black-eyed girl." He allows himself a faint smile as he watches her eyes flutter open, the flow of magic pouring from her hands dwindling to a halt as she sees him step out in front of her, placing himself directly in front of the statue. "Whatcha doin'?"

******

"What're we doing?!"

Graham's doubtful outburst pretty much summed up the others' collective astonishment at just how poorly they were fairing against Willow's demon dispatches. "I'd say we're getting our asses kicked, that's what we're doin'!" Gunn's quick to remind them all, trying to maintain the hold he'd finally managed to get on one of his attackers.

Quickly recovering from being kicked to the side, Graham reaches down to his pant leg, extracting one of the gleaming blades he was thankful he still carried from his days in the Initiative. Plunging it into the demon's neck from behind, he grins as he watches it drop to the ground before turning to see how the other's were holding up. "Need a hand?" he calls to Doyle.

"The thought crossed my mind!"

Extracting his other blade, Graham smirks slightly as he races over to the half-demon's aid. From above, the four friends continue trying to fight them all off, but soon find that they're pretty well outnumbered.

Down below, the slayer and former vampire weren't fairing much better. "They just keep coming!" Buffy calls over to Angel after successfully slicing off another's head with one of the sharpened ends of slate they'd managed to extract from all the crumbling debris. "We can't take them all!"

"Maybe we don't have to," Angel yells back, slicing through another with his own jagged slate. Buffy knocks down the creature she was currently fighting, finally turning around at his shout. "What do you mean?"

Leading her back towards the clearing directly below the cave's opening, he gestures towards the maze of descending tunnels stretching along the rock-lined wall across from them. "If we can just send them back along those tunnels...they look like they lead pretty far down...probably reach the resevoirs below the city."

"If you can't beat 'em, cave 'em in," the slayer's playfulness resurfaces as the lovers set out to dispose of their onslaught of guests.

Back up top, in the midst of helping, or at least trying to help Gunn fend off a few of their own set of demons, Cordy spots Doyle being choked against the nearby pillar of a mausoleum. Without so much as a second thought, she makes a plunge for his attacker, jumping on the creature's back, pulling him backwards off of Doyle. As she tries to choke him down, a second one catches her by surprise, breaking her hold and flinging her back to the ground with ease.

"Ugghh..." she makes a grab of her aching head, regarding her disheveled and muddied frame with disgust. "And I just bought this shirt..."

"Cordelia!!" Buffy's fierce shout draws her line of sight over to the nearby ledge of the hole. Crawling her way over, she cranes her head to see the small blonde wrapped around Angel's back, the latter trying to maintain his and Buffy's weight ontop of the makeshift platform they'd arranged out of the few coffins they'd finally managed to loosen, stacked atop a few of the beheaded stone-creatures that were now serving a practical purpose. "Little help here!"

"Oh...oh- right! Right!" Clamoring to get as close as possible without more of the sodden ground collapsing beneath her, the brunette stretches down an arm, making a desperate reach for Buffy's own. After two failed grasps, the friends' hands finally connect and with a sharp yank, Cordy makes a heavy pull to bring Buffy's head to surface level. "Thank god you two are alri- hey, wait a minute..." Forgetting the chaos surrounding them for a moment, Queen C's eyes are drawn to the gleaming sparkle shining through the dirt and debris that’s caked across Buffy's left hand. "Is that what I think it is?"

"Cordelia!"

"Oh my god- you two are engaged aren't you?"

"Cordelia!"

"Damn- that's a really nice ring..."

"Cordelia!!!" Feeling Angel staggering a bit beneath her from her frustrated yell, Buffy sternly looks up to her well-intentioned, though oblivious as always friend. "Would you just pull us up and we can discuss your issues of envy later?!"

"Oh! Yeah- getting to it." A few tugs later and the slayer has enough leeway to pull herself completely over the ledge, Angel soon following after with a quick leap. "Doyle!!" Angel calls for him, anxious to head after Oz and Willow. Tearing one eye away from the creature he and Gunn were battling, the half-demon lets out his own dismissive shout in response. "Go! Take Cordy with you- we've got things here! Go!!"

******

TBC...

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