Wesley woke up as Xander and a few of the demons he had recruited walked back into Willie's carrying crates of what looked like military weaponry. Xander was dressed in standard military fatigues and was smiling happily as he placed his crate on top of the bar.

"Did you manage to get everything you needed?" Wesley asked, as he got up wiping the sleep from his eyes.

"Yeah, it was a lot easier than I thought. Boy, these military guys on the Hellmouth are really dumb. I managed to get quite a few M-16's, a shitload of ammunition and some smoke bombs not to mention two of these babies," Xander pointed at the crate. Wesley walked over and looked down into the crate, surprised at what he saw.

"A rocket launcher?"

"One of my favorite pieces of equipment. Does a lot of damage quickly," Xander explained as he took it out and started assembling it. Within a few minutes he had finished and was reaching for the other one. Soon it was ready to go as well.

"How in the hell did you do that so quickly?" Wesley asked in astonishment.

"Told you. Pseudo-soldier memory bank has been kicking in quite a bit lately. I guess I had just repressed it or something, well until I knew I really needed it. Speaking of things I need, did you and Clem manage to assemble and sort out the rest of our merry band of men or demons - whatever?"

"We managed quite nicely. You wouldn't believe how many demons came from Oxnard, not to mention the communities surrounding Sunnydale. It looked like a demon convention. We sifted through them and found 150 demons that were not out to hunt, kill and destroy. All they want is to help our cause. There's quite a few of them that have lost family or friends to this Initiative."

"Did you explain to them that we're going in to rescue the peaceable demons only? The killer demons have to die just like any of the Initiative doctors and soldiers that don't want to go along with our plan."

"Yes, we told them. However, I think it would be best if you talked to them before we left, just to make sure."

"Great. So where are you housing all of them? We don't want to arouse any more suspicions than we have to. Especially Buffy's. I don't want her, Willow or Giles involved in this. I couldn't stand it if they got hurt because of me. I'm already taking a risk with everyone else including you."

"Xander, we've all volunteered for this mission. If anyone gets hurt or killed, including me, then it's on our heads not yours. Remember, it's a volunteer army. You forced no one to join."

"Maybe not, but I remember what it was like----never mind. Okay. So where are they?"

"Clem has them over at a big church on the north end of town, close to the campus but not close enough to warrant suspicion. They all left in groups of three so as not to attract that much attention."

"Good, that's good. We wouldn't want to have a demon pride parade. Have the demons that have been watching the house reported anything? Patterns that may be helpful. Have they located any other openings to the Initiative?"

"Yes, you'll be pleased to know that we've located another entrance. It's not too far from Lowell House just as we expected. I checked it out myself. It seems to be electronically sealed, however, I've been working on this device I think will be useful," Wesley proudly indicated something that looked like a hairpin with a loose hair on the end. Next to it lay a voltage meter. "I went out there and tested the door opening. I needed something that conducts electricity but not too much of it. You see, we needed something supple enough to thread the locking mechanism but strong enough to spring the release so that the door would open. It took a lot of testing and several jolts before I got it right, with the help of all people, Willy."

Xander looked over at the bartender who was smiling. "I just thought about my palomino I used to have when I was a kid. Horsehair." He explained to Xander who just shook his head tiredly.

"Okay. I'm glad I've got a few scientists of my own here, cause I would have never thought of something like this. And it was a real important part of our plan. Great job, guys." Both men swelled with pride at the compliment. "So you'll be able to open the door with this then?"

"Yes, I'm sure I got the voltage level right. I tested it several times. I didn't want to try it on the door itself, as I was afraid it was possibly rigged with an alarm. I didn't want to give them a chance to change the setting or become aware of what we were doing."

"Good thinking. Anything else?"

"Yeah. The demons that watched the exit said there were patrols in and out like clockwork. Every two hours in groups of five." Willy got in on the conversation. This cloak and dagger military stuff was sorta cool and the snitch was beginning to believe that these two guys could actually pull this off. If they did, the Initiative would be gone and his business would get back to normal.

"The military. They are so predictable." Xander smiled at them. "So, we've got our weapons, our volunteers, a horsehair thingamabob that will open the back entrance and a plan. All that's left is to talk to our little army and execute the plan. Shit, wait a minute. I forgot about the power outage. How are we going to power down the Initiative, well at least Lowell House. I'm sure the real labs have a generator that kicks in within minutes."

"Took care of that too, Xander," Willy raised his hand. "I used to date someone at the power company. I turned on my charm and Rachel fell for it. She's going to shut the power down at precisely 5 a.m. That's what time you wanted it to go down isn't it?

"Yeah, cause I'm thinking most of the soldiers will be tucked in their little bunks in Lowell House until 0600 hours. We'll be able to take them by surprise. They won't be expecting someone to hit them in the morning." Xander explained before telling Willy, "I'm sure that Angel will take care of you after this is over with, Willy. It'll mean a lot to him and he doesn't forget stuff like that."

Willy was pleased. If Angel was happy, then so was he. "What about the Slayer? Will she be glad too?"

Xander fidgeted for a second before he answered the man. "Look, Willy, you deserve to know the truth. Buffy doesn't even know I'm back in Sunnydale. She would probably shit if she knew what we were going to do. But don't worry, because Angel will handle her."

"If you say so, kid. I've put my ass on the line here." Willy looked worried. "Does Angel even know about this?"

"Actually, no. He's been waiting for Buffy to fill him in on what's going on with the soldiers for weeks now but she's been no help. But believe me when I say that he will be extremely pleased if we can help Spike."

"Spike? The Initiative got Spike?" Willy asked in disbelief.

"Yeah, they did. He managed to escape but Angel's still not happy that these soldier guys messed with his childe. We haven't seen Spike in weeks, but Angel is still mad," Xander lied, trying to cover his slip. He didn't want Willy to know where Spike was. Even after all the help Willy had given him he knew that the man wasn't called 'Willy the Snitch' for nothing. "Angel's been vowing revenge for weeks now and you will have earned his respect and his thanks for helping out, I swear. I'll make sure to tell him how much you helped out with this."

"What if you don't make it out? Either of you? Then Angel's going to be pretty pissed off that I went along with this plan. That on top of the slayer being brassed off and I'm not so sure I want to be around when this thing goes down." Willy nervously fingered a napkin on the bar.

"It'll be all right, Willy. I made this tape while I was at my house getting my uniform. If anything happens to me make sure that Angel gets it. No one else. I've explained everything I'm doing to him and why I'm doing this. It's all on me and if I'm dead, they can't kill me right? Besides, I want you to stay here like all is normal. If worse comes to worse you don't know a thing about all of this, got it? And not a word to Angel until this is over with one way or the other. I don't want him coming down here because he's worried about me and getting himself killed or experimented on. Understood?"

"Understood. Just make sure you come back in one piece, kid." Willy said as he took the cassette from Xander and shook his hand. "It's been a real pleasure getting to know you. You're certainly different. Both of you."

Wesley and Xander picked up their equipment with the help of the other demons and as they exited the bar, Willy heard Xander say, "I've heard that a lot in my lifetime, believe it or not." And with that, they were gone.

Willy glanced down at the cassette tape in his hands. He held it for a minute, trying to decide what he should do. Should he keep his promise to the boy or should he alert Angel to what was going on down here?

Willy looked down at his watch. It was 4 a.m. One hour before the attack would begin. It would take Angel at least two hours from now to get here since he would have to get ready after Willy called. He decided he would give the vampire a call. After all, if Xander's plan worked, Angel wouldn't be in danger, so Xander wouldn't have any reason to get mad at him. If the plan backfired, the vampire couldn't get mad at him, because after all he did try to warn him. Willy looked up Angel's number and dialed it waiting impatiently for someone to answer. He got the answering machine and with a heavy sigh, he left this message, "Hey, Angel how you doing? This is Willy. Uh, I need to talk to you as soon as you get this message. It's really important. It's about...Xander."

He sat down and put his head on the bar, trying to catch a few winks before Angel called him back. This was going to be one hell of a long day.

The AI gang trudged slowly down the stairs into Angel's apartment, Cordy and Doyle flopping down on the couch. They put their feet up on Angel's coffee table despite his protestations and groaned.

"How many vampires do you think we killed tonight?" Doyle asked.

"I think it was like 20 but it felt like a million," Cordy answered before looking at the man seated next to her. "I wish you would quit having these visions so early in the morning. I need my sleep to look my best for any auditions I get."

"So sorry, Princess, but I don't control these things. They happen when the PTB says they happen."

"Well, tell those PTB people that us humans like to get sleep every now and then, would you?"

"How about I fix some breakfast for everyone?" Angel asked as he made his way to the kitchen.

"Oh, bugger breakfast," Spike said excitedly as he turned to face the others. "What's this? Sitting around, cooking breakfast when evil's afoot? Not very industrious of you. I say we go out there and kick a little demon ass." No one answered. "What? Can't go without your visions? Come on vampires, uuugh, nasty. Let's annihilate them. For justice and for the safety of puppies and Christmas, all right?" Still no answer. "Let's fight that evil. Let's kill something."

Cordy and Doyle continued to stare at him like he was crazy as Angel got a pan out and started to fry the bacon, all the time smiling at Spike's enthusiasm. When no one answered, he heard Spike say, "Oh, come on."

"Spike, I think Cordy and Doyle are a little worn out. They need some rest and a good meal."

"Then how about you and me peaches? We'll go out there and terrorize the demons and vampires of Los Angeles. We'll make them sorry they ever heard our names. It'll be just like old times, only this time we'll be killing demons instead of humans."

"Which I'm thinking is of the good," Cordy added. She looked at Spike and smiled. "I'm glad that you found out you could fight something, but we're really tired. Sorry."

"Well, I'm full of energy. I need to get rid of it some way. We vampires are only good for three things. Feeding, fighting and fucking. I can't feed, and Angel won't fuck so that leaves fighting."

"Spike, that's enough," Angel said, knowing that if vampires could blush, he would be. He recalled how Cordy and Doyle had walked in on him and Spike making out on the bed. Angel was glad in a way that they had because he had been very close to just letting go and fucking Spike, curse be damned.

"What's the matter, Angel? It's not like they didn't see what we were doing, so no use trying to deny it."

"Spike's right. And by the way, what the devil were you thinking? If we hadn't walked in when we did - well let's just say you would be trying to kill us already. You know what happens when you get all groiny with someone," Cordy admonished the older vampire.

"I'm sure he wasn't thinking at the time," Doyle told her.

"Oh, yes he was. Just with the wrong head is all," Cordy answered bluntly.

Spike laughed at the girl. He really liked her and Doyle both. Spike could see what Xander would find interesting about Cordy. She said what was on her mind and you didn't have to guess what she was thinking all the time. It was refreshing to say the least.

"The curse is for 'perfect happiness' Cordelia. If peaches and I had done something it wouldn't have been perfect, just exceptionally good." Spike told her as Cordy groaned.

"TMI, Spike."

"Yes, I think we've scarred Cordelia enough for one day," Angel said, taking the bacon out of the pan. "Do you guys want scrambled or over easy?" he asked as he pulled the eggs out of the refrigerator.

"Scrambled, like our brains," Doyle answered.

"Scrambled coming up. Spike, what possessed you to try to kill that vampire anyway? Not that I'm not glad that you can actually fight something, it's just that I thought you had been, well------"

"Terrified? You can say it Angel." Spike told him. "I saw that vampire getting ready to bite Cordelia, you and Doyle were busy so what else was I supposed to do? Let him kill her?"

"That would be a definite no. Thank you, Spike for saving my life. And by the way, may I add that I never thought I would be saying that."

"I never thought I'd want to, but now that I've gotten to know you these past few weeks, you lot aren't bad for humans." Spike admitted.

"Gee, thanks I think," Doyle told him.

"I'm not going to say that I like not being able to defend myself against humans, but I can deal with that as long as I know I can have a spot of violence in my life. If that means killing demons, then that's what I'll do. I can be useful around here now."

"Yeah, I guess you can at that," Angel smiled at Spike. "You can help Cordelia with the filing. The other day I found Ms. Bradford's file under F."

The others in the room turned to look at the girl. "What? She's from France, F for France."

"Let Cordelia have fun with the filing, I want the violence. I know you were kidding me, Angel. There's no way I'm going to sit around here on my ass anymore. I feel like I could kill every vampire and demon in this city and still look for more." Spike was almost euphoric.

"It'll have to wait until after we eat," Angel told him, handing Spike a mug of blood as he heated his own. He indicated the plates and food on the table. "Come and get it kids," he told Doyle and Cordelia before sitting down at the table to join them.

"Oh, goody, one good thing about these all nighters is eating Angel's cooking. He cooks really good to not eat anything." Cordelia sat down and started digging into her breakfast.

"Yeah, too bad you vampires don't enjoy food." Doyle added, as he too started eating.

"What do you mean 'you vampires'. I'll have you know that I eat human food. Haven't you noticed?" When Cordy and Doyle shook their heads he added, "Xander knows I eat human food. He bought me a box of Wheatabix before he left the other day."

At the mention of Xander's name everyone got quiet. After a few moments Cordelia spoke up. "I miss him. If he were here he'd be piling all the toast on his own plate and making bad jokes."

"Yeah, and then he'd probably throw some of the toast at you when you got mad because he grabbed it all." Doyle added, missing the boy too.

"More like the scrambled eggs. Xander always likes to be messy," Cordy smiled at the thought of another food fight with Xander.

Spike flopped down on a chair, the good mood broken by the thought of Xander and Lindsey being together. He looked over at Angel and knew he was thinking the same thing. "When did he say he was coming home, anyway?"

"Tonight or tomorrow at the latest. That is unless he calls." Angel said, looking down at the blood in his mug. He couldn't believe how much difference Xander had made in his life over the past few weeks. Even with Spike sitting here happy about being able to fight at least demons again, the room still felt empty and not as happy.

Spike jumped up, heading for the phone. "I'm going to call Xander and tell him what happened tonight. He'll be right happy to know that I can help in the fight against evil."

"Don't you dare, Spike. It's like 4:30 in the morning. He's probably asleep." Angel told the younger vampire.

"Nope. If I had Xander in my bed, I definitely wouldn't be sleeping." Spike shot back as everyone looked at him. "What?"

"Oh, no you don't buster. You're not going to play mind games with Xander," Cordy told him. "Doyle and I caught you and Angel playing the smoochies game in bed today and tonight you're talking about Xander being in your bed. Well, let me tell you something. Even though I like you, it doesn't mean I won't kick your ass if you do anything to hurt Xander."

Spike smiled at the girl. "I wouldn't have it any other way, Cordelia. I never want to hurt the boy. I care about him. I love him in fact, even though he's in love with that Lindsey creep."

"So what? You love Xander but he cares for Lindsey so you're just using Angel to get your rocks off?" Doyle asked, not pleased that his friend was being used, even if it was by another friend.

"Course not. I love Angel too."

"Angel, please explain this to me, because I'm not getting it at all," Cordy said.

Angel sat quietly for a few minutes before he tried to explain to a human girl how vampires could love more than one person at a time. Although he and Spike usually loved different people most of the time, this time was different.

"I don't know how to explain it to you, Cordy," Angel answered honestly.

"Well give it a good try before I start getting testy."

"It's just...vampires can love more than one person at a time and---"

"Oh, quit nattering about it. It's not just vampires that do threesomes. Humans do it too you know," Spike said defensively. "What Angel is trying to tell you is that I love Xander and Angel, Angel loves me and Xander and unfortunately Xander seems to love Lindsey. I'm hoping to change that and soon."

Cordelia and Doyle looked at the two vampires, shock and disbelief on their faces. They knew that Spike had had a crush on Xander when he first came here but they thought he had given up on the boy and had started liking Angel again. Now Spike was telling them that both he and Angel had fallen in love with Xander and that they were in love with each other. This had the makings of a good soap opera.

"Angel, what about Buffy?" Cordelia asked the vampire.

"I used to love Buffy, as in past tense. There will always be a part of me that cares about her, that is unless she does something to intentionally hurt any of you or Xander. Then there would be no forgiving her, no matter what. But she's living her own life in Sunnydale and I'm doing the same here. As much as she wanted to love me I'm a vampire, she's a vampire slayer. That would always get in the way. I've thought a lot about this lately and I've come to the conclusion that even though Buffy and I thought it was the real thing, it might have just been the romanticism of it all. I was her first crush, her first love, her first everything. And I was the first vampire to have a vampire slayer fall in love with me, so that felt really good. If that wasn't enough reasons for you, I've thought about our relationship since I've been away from her and I realized just how much we argued. I would like to have a relationship with someone who understands who I am rather than one who puts me up on a pedestal. Even when I was Angelus, Buffy tried to make excuses for me when there weren't any just so she could have her hero. And whenever we fought she always brought up my being a vampire, so I knew deep down it bothered her. I know it always bothered me."

"So you're telling me that if you didn't have that curse thing going against you and Buffy were to walk in that door right now and ask you to take her back, you wouldn't?" Cordelia asked, not believing what she was hearing. She had been around for the romance after all.

"That's exactly what I'm saying. I'm very happy with where I am and who I'm with," Angel assured her. "Since I've moved to Los Angeles I've done more good than I ever did back in Sunnydale. I was Buffy's backup. Here, I'm my own man. I have to say that I like that. To tell you the truth, hanging around Buffy was almost emasculating."

Cordelia laughed as everyone looked at her. "Sorry, it's just that I was thinking about Xander. I mean if you feel that way, what do you think he feels like when he's with Buffy and Willow? Do you suppose that's why he's gay now?"

"No, it's not, Cordy. He's gay because he prefers men. It has nothing to do with Buffy and Willow," Doyle told her.

"What makes you the expert on Xander? In case you've forgotten we used to be together."

"Haven't forgotten, Cordy. We've talked a lot since he's been living with me. One thing I know for sure about Xander - he's not ashamed in the least to be the human guy that hangs out with two powerful women. In fact, he's really proud of both of them. Brags about them all the time. Buffy this, Willow that. He even admitted that one of the reasons he was attracted to Buffy was because she could take care of herself and she was confident about it. Said that's the reason he noticed Willow when she started becoming a witch. He even said that's what made him notice you...the fact that even though you didn't have any super powers, you had a way of making people do what you wanted them to and that you were happy with who you are. Said he was doomed to be the dominated one in a relationship. I personally think it takes a big man to admit that. I don't know if I could."

"I agree with Doyle," Angel said. "What really amazes me is even though Xander feels that way, he still insists on playing the White Knight. He stands up for both of them, even when he's afraid he'll get his ass kicked. I have to say I respect him for feeling that way. I don't even think I could handle being just a human again."

"Me either, although Xander isn't 'just a human being'. He's special. I much prefer beating something up as opposed to the other way around," Spike reached for the phone. "Now let me make my call."

He dialed the number he had memorized just in case he wanted to spoil Xander's and Lindsey's time together, internally patting himself on the back for being prepared. Spike was so busy listening to his friend's protests that he didn't pay attention to the message light blinking.

Lindsey woke with a groan and turned to look at his alarm clock. It was 4:40 in the morning. Whoever was calling him at this hour better have a damn good reason for calling. He snatched up the receiver on the fifth ring.

"What?" he snapped into the phone.

"Put Xander on. I need to talk to him. Tell him it's Spike," the British voice came through the phone line.

Lindsey sat upright at the mention of Xander's name. "What the hell do you want to talk to my boyfriend about at this time of morning?"

"That's between the two of us, mate."

"No, I don't think it is, mate," Lindsey mockingly copied Spike's accent, before adding, "whatever affects Xander affects me. There is no 'just between him and anyone else' besides me. Understand?"

"Pretty possessive aren't you? Can't Xander have friends without you giving them the third degree?"

"Not when they call my home at 4 or 5 in the morning. If Xander is such a good friend of yours then you would know he's not here with me."

"I am his mate and I do know he's there with you so quit stalling and put him on the phone." Spike was getting angry now. How dare Lindsey question his friendship with Xander.

"I told you he's not here," Lindsey said, also angry. "How many times do I have to tell you that before you get it through your head?"

"He told us that he was coming to your house for the weekend. Why would Xander lie to us?" Spike protested as everyone in the room stopped what they were doing, all of them worried at what Spike was saying. All of a sudden they heard Angel begin to growl. He recognized that voice.

Before anyone knew what was happening, Angel had pushed away from the table and stalked over to Spike, grabbing the handset from the younger vampire.

"This better not be who I think this is."

Lindsey recognized Angel's voice and his anger rose a notch. "Angel, how nice of you to call. Did you put that Spike guy up to calling me at this ungodly hour and harassing me about my boyfriend? Is this one of your pranks? You know like kicking my clients out of 20 story windows?"

"So now I know where I've heard your name before. I knew it sounded familiar, I just never associated it with your face until I heard your voice. You see, I never paid much attention to that business card you flashed in my face." Angel told him. "What kind of game are you playing here, Lindsey? Are you dating Xander to get at me because if you are, I will kill you."

Cordelia and Doyle exchanged glances as they heard Angel threaten the man on the other end of the line. Cordelia walked over and switched the phone over to speaker so they could hear both sides of the onversation. Angel glared at her and she returned the glare. If someone was messing with their friend, they had a right to know about it. She was just about to inform Angel of this fact when she heard Lindsey's voice.

"How very like you Angel to think that everything is about you. I didn't even know that Xander worked for you until weeks after we had started dating. In case you haven't noticed, Xander has some very noticeable attributes of his own." Lindsey retorted. "He doesn't have to throw your name around to get into someone's bed and even if he did once he was there the person would definitely forget all about you."

Now both vampires were growling and Cordy was just about to say something when Doyle put his hand over her mouth, putting his finger to his lips in a shushing gesture. He knew that Angel and Spike both were about to explode and they didn't need Cordelia in the middle of it.

"You bastard. Is that all you want Xander for? Bragging rights?" Spike yelled at the man.

"Oh, I've got two of you on the line then," Lindsey stated, going into his ruthless lawyer mode. "What's this all about anyway? Jealousy? Because believe me when I say, if I was in your position, I most definitely would be. Having to work side by side with Xander everyday and not getting to touch him? Knowing that someone else is kissing those warm, pouty lips, running their hands through that dark, silky hair, feeling that gorgeous body underneath them writhing in pleasure and that sweet voice begging you to never stop?"

"Lindsey, I'm warning you---"Angel began, gripping the receiver so tightly that he thought it was going to break. He threw it on the couch and began to pace as Lindsey interrupted him.

"Warning me about what Angel? I'm just telling you how proud I am of my very sexy, responsive lover. I've never had anyone quite like Xander in my bed before. It's such a rush when I hear him call out my name as he cums. It's such a turn on. And those eyes. What can I say about those beautiful eyes of his? How they get even darker when he's in the throes of passion. It's a sight you or your friend will never see. He's mine and you'll never have him." Lindsey said, going from taunt the vampire to obsessive lover.

"That's not for you to decide. Xander is not a possession to be owned by anyone. Least of all filth like you. Xander deserves much better . Listening to you just now confirms that point. You may think you have the upper hand in this situation, Lindsey, but remember one thing. I could snap your neck in two seconds if I wanted to. As a matter of fact, if you were standing in front of me right now you'd be dead. No, wait. That would be too good for the likes of you. Torture seems much more appropriate."

"Now, now Angel. I could have you put in jail for threatening me like this. I am a lawyer after all. The best at what I do, or so Xander tells me. Quite often in fact."

"Xander's a virgin to this male sex thing. He hasn't had the best yet. But believe me when I tell you, I plan on changing that fact. I'll give him the love he deserves and craves. You go on and on about your times in bed with the boy, yet you say nothing about who Xander really is. Do you know his favorite color? It's blue. His favorite food? It's chocolate. Do you know that he loves to sit on the beach and watch the sun set. Do you know that he loves to have his shoulders rubbed? That he loves it when someone cuddles with him or plays with his hair? That he's ticklish when it comes to his feet or behind his knees? That he loves music? Loves to dance, loves to sing. Have you ever noticed how his toes curl up when he eats chocolate, how that one curl falls down on his forehead, how his eyes light up at the sight of a good comic book? How many times have you talked to him for hours on end about what he wants out of life, out of a partner? How many times have you held him as he's cried over the loss of someone he cares about? I'd wager none. You're too busy thinking only of pleasuring yourself. You may touch his body, Lindsey but you've never touched his soul." Spike could tell this man was a selfish bastard who didn't know anything about love. He certainly didn't deserve Xander.

Now it was Lindsey's turn to be angry and he was livid at what Spike was saying about his boyfriend. "I don't know who you are or what you think you know about Xander, but he's my boyfriend. We love each other and neither you or Angel can change that. As a matter of fact, I'm thinking of telling Xander to quit working with you and come to work for me. I'll move him into my home and none of you will ever see him again."

"What are you going to do Lindsey? Cage him like an animal? In case you haven't noticed, he's a very headstrong young man who thinks on his own. Xander makes his own decisions and I know him well enough to know that he will not quit working for me to go to work at that corrupt pit of hell with you. You see, Xander fights evil, he doesn't work for it. I'm going to do everything in my power to make sure he doesn't go anywhere near that place or those people you work for and if anyone, and I do mean anyone, hurts him in any way I will not hesitate to exact vengeance on each and every person there. I will not rest until all of you die a long and very painful death. Do I make myself clear?" Angel asked.

Lindsey laughed. "You actually think your little group of do-gooders is more powerful than Wolfram and Hart? I don't think so."

"Try anything and we'll find out. And I can guarantee it won't be a pleasant surprise, especially for you." Angel warned Lindsey.

"Guys, as much as I'm not enjoying this battle of testosterones you're overlooking one thing. If Lindsey is telling the truth, then where the hell is Xander?" Cordelia asked.

"I am telling you the truth. Xander is not here. Some crack detective agency you run, Angel. You can't even keep up with your employees. Now if you'll excuse me I have a boyfriend to find."

"And just how are you going to do that?" Angel asked him.

"Wolfram and Hart has their ways. I'll have Xander beside me before the end of the day." Lindsey snapped, slamming down the phone. He had a few phone calls to make. Lindsey was going to use every resource available at Wolfram and Hart to find his boyfriend and then he was going to keep Xander away from Angel and his gang.

As Angel leaned down to switch off the phone, he noticed the message light blinking. He turned it on to hear Willy's voice and his message. The only thing that registered in all of their minds was his final words, "I need to talk to you as soon as possible. It's important. It's about...Xander."

Willy woke to the sound of his phone ringing. He glanced at his watch to see that it was 5 a.m. He knew that it was Angel returning his call and he took a deep breath as he answered it, knowing that it was too late to stop Xander. They would be storming the Initiative at this very moment.

"Hello?" he stammered into the phone.

"It's Angel. I got your message. What the fuck is going on down there? Where's Xander and what do you have to tell me? Has he been hurt, because if he has there's going to be hell to pay." *Shit, Angel was already threatening and he didn't even know what was going on yet*. This was bad.

"The kid's all right as far as I know. He came into the bar last night with that watcher fella, dusted two of my customers and injured another before they started talking about the Initiative."

"Xander and Giles were there talking about the Initiative?" Angel asked, his voice worried but also full of pride at the thought of Xander dusting two vampires on his own. Angel's lessons must have paid off.

"Not the slayer's watcher, the other one. Wesley something or other."

"Wesley Wyndham-Price? What were they doing there together?"

"Don't know. All they said was that they were going to do some kind of investigating about this Initiative thing. Xander said you knew about it cause when the demons started looking like they were going to attack him, he told them that you had sent them on this mission and if he didn't get back to the slayer's house in one piece you were going to come down here and kill every last one of them. Had them good and scared."

Angel couldn't help but smile at the thought of Xander using his name to gain power against the demons. He looked over and saw Spike smiling also. Then he turned his thoughts back to his conversation with Willy.

"So Buffy's in on this thing, too?" That thought made Angel feel a little better.

"No, the slayer doesn't even know he's in town. Xander didn't tell me this until a few hours ago. He said you and the slayer were both in the dark. I would have called earlier but I thought you knew. The kid made me promise not to tell you anything. Said he didn't want you coming down here and getting caught by the Initiative soldiers because of him. After he told me you didn't know, I thought I better call anyway."

"You did the right thing, Willy. Now put Xander on the phone so I can talk some sense into him." Angel growled, mad at the boy for lying to them and putting himself in danger.

"I can't Angel. It's already started. It's too late to stop him now."

"What's already started? What do you mean it's too late to stop him?" Spike asked, scared at the thought of Xander going up against those soldiers.

"Spike! Shit, I didn't know you were there. Xander told me he didn't know where you were. Just that you had been captured by those soldiers and he was looking for answers on how to help you. But then Clem told him about some demon they both knew being captured the other night cause he came to see Xander and the kid went nuts. He started crying and hugging Clem and before you knew it every demon in the room suddenly became Xander's newest bestest friend. I've never seen nothing like it before in my life."

Spike looked around the room, realizing that everyone seemed as terrified as he felt. All of them knew how Xander got when he lost control. "What do you mean he went nuts? What did he do?"

"He said the recon mission had been changed to full out war. Next thing I know, the watcher and the kid had taken over my bar and demons were lining up to join their little army. I mean they came from everywhere around here. Xander broke into some army base and stole a bunch of weapons and they're all at the Initiative right now. Xander said it wasn't going to be over until he was dead or the Initiative was destroyed."

"You've got to get over there and stop it right now, do you understand me?" Angel was yelling into the phone while everyone else was gathering up their things. They had to get to Sunnydale as soon as possible.

"I can't. That's what I just told you. They've already started. Xander planned the attack for 5 a.m. because he thought they could take those soldiers by surprise if they attacked them in the morning. Said they'd all be in the same place at the same time."

"I'm on my way. Have you called Buffy or told anyone else?" Angel asked.

"No. The demons don't trust Buffy because she's dating one of those soldier guys. They've seen her out on patrol with the Initiative and watched her help them take some of the demons hostage. If I called her, she'd be over there trying to stop them and everybody would end up dead. The demons trust Xander for some reason and the watcher too, but not the slayer."

"Where are they now. Did you hear where the attack was happening?" Spike was yelling in frustration.

"Yeah, over on the UC Sunnydale campus. Some frat house. Lowell House, yeah that was it. Plus, they'd found an entrance somewhere near the house in the woods and they were going to go in that way too, but I don't know exactly where that is. The watcher never said." Willy waited for Spike or Angel to tell him what to do. All he heard was the dial tone. They had already hung up and were no doubt on their way. Willy hung up his phone, hoping and praying that the kid would be all right for all of their sakes. By the tone of Spike and Angel's voices, if something happened to Xander they would not only kill the Initiative soldiers but the demons who followed as well, and that wouldn't be good for his business at all.

Xander and Wesley led the group of 'warriors' as they called themselves to the Lowell House. Xander turned to Wesley and stretched out his hand. Wesley took his hand in a warm handshake.

"Wesley, I just wanted you to know that no matter what happens here today, I appreciate the fact that you had the courage to help me. It means a lot."

"It means a lot that you would allow me to help you. That you would trust me with your life."

"Never thought I would say this but I really do. Course I never thought I would be leading a group of demons to attack humans because I care about what they're doing to other demons, especially Spike and how weird is that? We must be in bizzaro world."

"Yes, I have to admit, I'm feeling like that as well."

"Now remember what I told you, Wes. Contact me on the walkie-talkie as soon as you get to the opening. Wait for me to radio you when we find the entrance from inside and we'll go in at the same time. I'll take the lab so I can find the information to help Spike. You guys take care of releasing the demons we can and meet me in the lab.

"Understood. I'll see you at the lab then." Wesley said as he gathered his part of the troops and took off for the woods. Xander stood with his part of the army and thought about their plan. So far, so good. He had made sure that each and every demon knew that they were not to kill anyone unless it was necessary and that only the demons that were of no threat to the humans would be released. Xander didn't want to take any lives no matter how bad he hated these guys. All he wanted was to help Spike, rescue his friend, gather up all the helpless demons and destroy that place once and for all.

Xander was brought out of his thoughts by Wesley's voice coming over the walkie-talkie he had recovered at his house. *Glad I kept these* He reached down and unhooked the walkie talkie from his belt. "Yeah, Wes I'm here. You guys ready?"

"Ready as we'll ever be. I just hope this thing works." Xander could hear the worry in Wesley's voice.

"I'm sure it will. Just hold your position until I give you the go ahead. If you don't hear from me soon then abort. Give me at least 15 minutes."

"We'll be waiting. And Xander, do be careful."

"That's my middle name. You too." Xander answered as he replaced the walkie talkie and turned to the demons. "Time to rock and roll guys."

They made their way to the front of the house, looking around for any signs of movement. Seeing none, the demons watched as Xander made his way to the front door. He tried the handle and was amazed to find that it wasn't locked. How stupid was it for soldiers on the Hellmouth to leave their door unlocked? Xander had always thought that Giles was careless about that same thing, but these were soldiers, for fuck's sake.

Xander slowly turned the knob and opened the door. Looking around he found the corridor and main room empty. He motioned for the others to follow him and they quickly entered the building. Everyone snuck to their assigned doors and waited for Xander to find the room that was assigned to one Riley Finn. He waved his arm in the air and everyone entered the rooms at the same time.

Xander and three demons raced into the room and before Riley could do anything they had him subdued, tying his arms tightly behind him. They walked into the hallway and saw the other demons all holding one of the soldiers in much the same way. If the other floors were as secure as this one, their attack had definitely succeeded so far.

Xander smiled at the others in triumph. "Let's get these guys downstairs into the main hall." They drug the soldiers, who were kicking and yelling, to the hall and dropped them to the ground.

"What's this all about? If you freaks think you can just come in here and take over you're wrong," a bald, black man was yelling.

"Looks like we already did," Xander had been counting heads and it looked like they had captured a total of 40 men. If his and Wesley's calculations were correct there were only 10 more of the soldiers out, probably on patrol, if the list of the names and room assignments that Wesley had pulled off the computer was accurate.

"What do you want?" the tall, blonde guy asked.

"What do you think? We're here to see that our friends are released from that hellhole lab of yours," Xander snapped at him.

"You're crazy. You want to set those vampires and demons loose on Sunnydale so that they can kill people?"

"No, Riley. Not the vamps and the human eating demons. All we're concerned about is getting out the peaceful demons. If your little gang had paid attention to what you were doing instead of just grabbing anyone who looked different we wouldn't be doing this right now."

"How do you know my name?" Riley asked, before he realized who he was talking to. He recognized that face. "You're Xander, aren't you? I recognize you from the pictures I"ve seen in Buffy's and Willow's room."

"Gee, I'm famous." The demons laughed before Xander continued, "it's nice to know they haven't forgotten me - at least not picture wise. I've got to say that's a relief."

"So what's the slayer chick's friend doing here with a bunch of animals? I told you she was up to no good, Riley," the black man said, trying to free himself from the ropes.

"Shut up, Forrest. You don't know what you're talking about when it comes to Buffy," Riley defended his girlfriend.

Xander smiled at the man. "Well that just earned you some much needed brownie points with me. Maybe Willow was right when she told me about what a good guy you were even though you hang with a bunch of army assholes. Especially you, Forrest."

"At least I'm not a freak who hangs out with demons. What's the matter? Can't find anyone human to put up with you?"

"As much as I like to do the playground bully act, we've got more important things to discuss at the moment."

"Such as?" Riley asked.

"Demons, underground labs, soldiers, lots of torturing and doctors who get a kick out of playing God with other people's lives. Ring any bells, Riley?"

"I know about most of the stuff but I have no idea what you're talking about when you say torturing and doctors trying to play God with people's lives."

"Let me explain it to you then. Those doctors are down there neutering vampires and doing experiments on them and the other demons."

"I knew about the chip thing, so did Buffy. They implant chips into vampire's heads which send a jolt of pain through their brain every time they hurt any living thing. That's not torture, that's progress."

"Buffy knew about this?" Xander asked as Riley nodded his head. Xander was just about to comment on that when he heard Forrest laughing loudly at what Riley had just said. As he thought about Angel and everyone waiting all these weeks on information from Buffy only to find out she knew what was wrong with Spike the whole time and hearing the man laugh, a surge of anger went through him. Xander walked over and hit the man with the butt of his rifle. Forrest fell backwards on the floor with a thud, blood pouring from his head.

"What you people are doing down there in your little secret lair is so not funny, but what I just did was hysterical. I thought Riley told you to shut up."

"Hey you can't do that. He's tied up and he can't hit back," another blonde haired guy yelled at Xander.

"My point exactly. So Forrest was that funny? You seem to think that making a vampire defenseless and at the mercy of people like you is so comedy inducing. How does it feel when the shoe is on the other foot?"

"That's different. We're protecting people from demons like Buffy does. You're just beating up on people cause you don't like them. If you were Buffy's true friend you would realize we're trying to help her out with her job," Riley told the boy.

"First of all, I've never been accused of beating up on people. I'm usually the beatee. Thanks. Secondly, I am or was most definitely Buffy's friend. I'm pissed at her for not letting me know about the chip thing, but I still admire what she does and it is nothing like what you guys do here. I've stood by her side for almost four years now trying to help her with killing vampires and various demons the Hellmouth have thrown at her. How long have you been here? Probably not even a year, right? I've lived on the fucking Hellmouth all my life. So don't you dare try to lecture me on your little do's and don’ts of demon fighting. You guys would piss your pants if you had to face what Buffy, my other friends - hell even myself - have had to face without your little toys." Xander said, anger apparent in his voice.

"Hey, I've captured or killed 17 hostiles. Thirteen vampires and four demons," Forrest retorted.

"Well, aren't you just so special. Give you a gold star. And by the way, all those demons down there are not hostile. See if you can wrap your tiny brain around that concept alright? As far as Buffy goes, she's killed so many vampires and demons you can't put a number on it. Not to mention the master, the Order of Taraka who just happened to be demons who were assassins and of course there was the mayor who turned into a gigantic snake on graduation day. She's faced everything that's come up against her and she's still standing. Hell, I'm the least one of the group and I've killed more than 17 vampires."

"So what's your point? I mean it still doesn't explain why you want to help demons now instead of Buffy," Riley said.

"That was my point nimrod. Did you not hear what I just said? We killed them, emphasis on the word killed. Only the ones who attacked us. If there were demons who weren't killing or hurting anyone, we didn't bother them. If we came across vampires or demons that tried to kill us we killed them. Face to face fight. No sneaking up from behind them with your little play toys and zapping them into unconsciousness before dragging them off to your little torture chambers. We don't feel the need to change their existence or nature. We don't peel their skin off to see how long it takes to heal or blind them by poking their eyes to see if they'll stay that way. That's what makes us heroes and you cowards."

"That's not what we are. The Initiative doesn't do those kind of experiments that you're talking about. We do the implants sure, but that's all," Riley protested as Clem shook his head.

"No, it's not. My cousin and a lot of others have heard about your Project 314. It's got everyone in the demon community scared as hell. It's something that Walsh woman has come up with to rule the world."

"No, she wouldn't do something like that. Not Professor Walsh. She's a very intelligent woman."

"That's no excuse. Being intelligent doesn't mean you're not crazy. What about Hitler? Brilliant strategic mind but a loony tune who killed every Jewish person just because of their religious beliefs."

"No, I don't believe this. You're trying to make her sound like she's out of her mind and she's not like that. She cares about people and she's only trying to help."

Xander walked over to Riley and knelt down in front of him. "Do you trust this Walsh woman so much that you're willing to risk Buffy's life? I thought you loved her."

"I do love her. I would never do anything to hurt her and neither would Maggie."

"Why wouldn't she? She's already proven to me that she doesn't care who or what she experiments on just as long as they're different. Look around you, Riley. These are all various demons. Demons that are following a pissant human like me to help their friends. They've listened as we've argued our points and not one of you are dead yet. All the soldiers are tied up, perfect demon bait, but there they stand not hurting anyone. They're not animals. Their only crime is being different. We both know Buffy is definitely different. She's the Slayer. I wonder how much your Maggie would love to get hold of her and see what makes her tick. I'm not willing to risk Buffy for anything. Are you?"

"I don't believe this," Riley muttered. "I don't know what to fucking believe anymore. Who to trust, what to think."

Xander reached out and put his hand on the other man's shoulder. Xander truly felt sorry for Riley at that moment. He knew what it was like to believe in something so badly and have his convictions taken away.

"Riley, we don't have much time for your private catharsis right now. You have to go with your instincts. Look into your heart and hear what it's telling you to believe. All I can do is be honest with you. I don't know what Buffy's told you about me, if anything. I can be stubborn, obnoxious and a downright prick. But one thing I know is true, I'm loyal to a fault. If I thought what I was doing would hurt Buffy, Willow, Giles or anyone else I wouldn't be here."

"They've said that about you. Also that you're very protective of them."

"I would die for those two women so trust me when I say I don't want to hurt anyone - well except for him," Xander pointed at Forrest. "And those fucking doctors and Professor Walsh, but I won't unless I have to. I don't want anyone to die, but I'm willing to do just that if it helps out my demon friends. They're not all bad, Riley. I used to think like you and if I hadn't changed my opinions, I would be missing out on some very good friends," Xander gave Clem and affectionate look as his mind also wandered to Spike, Angel, Oz and Clarence.

Xander watched as Riley thought this out. Finally, he spoke again. "I don't know you but from what I've heard from Willow and what I've seen here today, I think you're a fairly decent guy. Let me prove what I'm saying is true. If I can't, I'll surrender peacefully as long as everyone else goes free. I'll take total blame for all of this and your bosses can punish me any way they see fit. But if I'm right, and I'm pretty sure I am, we let all the good guys go and we finish this shit once and for all. Are you with me or not?"

Riley searched Xander's eyes before answering, "I'm in."

"Good. So where's the entrance? I know it has to be here somewhere." Riley nodded toward a large double mirror that was standing in the middle of the corridor. "Should have figured that one out. No self respecting frat has a double full length mirror in it so that the guys can ogle themselves like girls. Now how does this work?" Xander asked as he leaned down to untie Riley. He extended his hand to help Riley up but the man just looked at him in surprise.

"You're just going to trust me to do this?"

"I told you. I follow my instincts and my heart and they both tell me you're a man of your word. Besides, my demon friends here will kill you if you try anything." When Riley looked at him, he shrugged his shoulders. "Just trying to be honest here. They won't hurt anyone, unless they're forced to."

They made their way over to the mirror. As Forrest loudly protested, Riley opened a little door beside the mirror, punched in some numbers on the keypad and stood back, looking like he was admiring himself in the mirror.

Xander was getting impatient. He was afraid Clarence was hurt or being tortured and all he wanted to do was infiltrate the place. Why was Riley just standing in front of the mirror?

"Riley, maybe you should check the look later and just open the damn thing." he said approaching the man.

Riley pushed Xander away from him and he landed against the wall. "Ow," he said indignantly. If this was Riley's idea of helping someone out he would go this alone. "What did you do that for?"

"Sorry, I'm the only one that can pass the retinal scan." Riley explained.

"The ew...I don't want to see that," Xander said, making a face.

"Retinal scan, Xander," Riley said, smiling at the boy.

Xander looked over at Clem and tossed him his walkie talkie. "Give us a couple of minutes and then radio Wesley. Tell him to proceed with caution. Then I want you to take that chloroform we brought and use it on these guys. Make sure every one of them is out of it for a while. Then go back to our rendezvous spot. If you hear anything or see anything suspicious, get the hell out of Sunnydale. I don't want them catching any of you."

Xander watched as a red light passed over Riley's body and heard a mechanical voice saying, "Retinal scan recorded. Finn, Riley." The mirror slid to the side showing a huge elevator. Riley stepped inside followed by Xander.

"Why am I not entirely impressed by the arrival of the man size microwave," he asked himself. Clem heard his friend's words and started laughing while eyeing his watch as the seconds ticked away.

Xander and Riley stepped out of the elevator and into the Initiative's operations. Xander gaped at the huge facility that was housed under the frat house. He couldn't believe what he was seeing. He had to admit it was impressive. "Holy moley," he managed to get out.

"Yeah, I know. Pretty big, huh?" Riley said before starting to lead Xander down some stairs. "Come on and I'll show you where the labs are. Just let me do the talking."

Xander nodded and followed Riley through the labyrinth that was the Initiative. He hoped that Wesley and the others could get inside quick enough to help him out. He could tell when they approached the lab. The stench of hospital smells assailed him and it brought back way too many memories of the many trips he had made to the hospital when he was a kid. Still he knew he had to go on. Xander had to find a way to get that chip out of Spike's head.

As they turned a corner and got ready to enter the lab, Xander was stunned when he felt someone ram hard into him knocking him into the wall. He looked up to see Riley standing over him.

"What the fuck are you playing at here, Riley?" Xander asked.

"You didn't really think I was going along with your plan did you, Xander? Your heart must have led you in the wrong direction."

"Oh, you are so going to pay for this," Xander said angrily, as he looked around for something to help him out. He noticed a wooden board propping the door open and lunged for it. Riley tried to intercept him and soon they were rolling around on the floor, hitting and punching each other. Xander finally managed to kick Riley off of him and once again made for the board, snatching it up as he rolled to his feet.

He turned to see a couple of guards running towards him, having been alerted by the fighting going on between him and Riley. Xander reached into his pocket and pulled out a pistol. He had stashed it away before they left Willy's thinking it might come in handy. *Boy was I right*. Xander grabbed one of the doctors who came rushing out of the lab to see what was going on. He pointed the pistol at the doctor's head and said, "Come one step closer and I will kill him." He cocked the loaded gun. "Anyone think I'm kidding?"

The guards came to a halt as they heard a woman's voice yell, "Stop!" Xander glanced over and saw a short, middle-aged, blonde woman walking towards them. He figured it must be this Professor Walsh. "What the hell is going on out here?"

"Your last minutes on this earth lady if you don't stop right there." Xander pointed the gun at her now.

"Who are you?"

"Let's not say. Just tell them to drop their weapons and back up very slowly cause I've got a very nervous trigger finger."

Professor Walsh motioned to the guards and they laid their weapons on the floor and backed away, their hands in the air. Xander walked over still holding the doctor in front of him. He picked up one of the guns and rammed the man's head into the door, knocking him out. He quickly kicked the other gun as far away as possible. It was then that he heard Wesley and the other demons beginning their own assault. He was proud of Wesley. The lock had actually worked. Xander had told the man over and over that it would, but he wasn't quite sure himself until now. *Well, no need for Wesley to ever find out*.

Xander backed up against the wall and waited for Wesley as he kept his gun trained on the others. It was about ten minutes before he saw his friend round the corner, followed by five demons, one of them carrying a rocket launcher. Xander had already had to knock Riley out yet again. *Darn*

"Xander, are you all right?" Wesley asked, trying to catch his breath.

"Yeah, you?"

"Did you get the demons out?"

"Yes, we managed to persuade one of the good doctors to let us have his keycard. It's amazing how a doctor has such a low pain threshold." Wesley and Xander shared a grin.

"Are they out yet?"

"Yes, we've managed to get them all out, well all the ones that wouldn't eat us for lunch, including your friend Clarence."

"How did you know it was Clarence? What did you do, go down through the hallways yelling for him?"

"As a matter of fact, we did." Wesley straightened up. "I wanted to make sure he was okay. He was a little shaken up but I think he'll be all right. The demons have also gotten most of the humans out. I'm afraid that they're not being as careful with them as they should. Some of the remaining soldiers managed to piss even the nicer demons off."

"I can understand that." He directed his next question to Professor Walsh. "So, Professor, where do you keep all your notes on your experiments?"

"I don't know what you're talking about," she snapped.

"Oh, of course you don't. Well, maybe this will bring back your memory," Xander nodded at the demon with the rocket launcher who shot it. There was an explosion at the end of the hall. "Oops, hope nobody was in there."

"My God. What do you think you're doing. You've caught the place on fire. Are you crazy?"

"I guess I am. Now do you remember where the notes are, because my next act of craziness will be to shoot that guy in the kneecap." Xander pointed at the guard. When Maggie just looked at him, Xander turned and shot the man right in the kneecap. The guard fell down screaming and holding his leg in pain. "Oh, well I wanted to do that anyway. That one was for Spike you asshole." He looked back at Maggie. "Now has your memory returned, because the next bullet goes into you."

"Fine, they're in the lab." Professor Walsh told him.

"Well, let's go then. Wesley, come with me." He turned towards the demons as Wesley held his gun on the others. "Two of you take these guys out of here." He indicated Riley, the doctor and the moaning guard. "On your way out, tell whoever has the other rocket launcher to start on the other side in about three minutes. I want this place burnt to the ground. The other ones come with us. And bring the rocket launcher cause I just know I want to personally torch this lab myself." They nodded their assent as Wesley and Xander followed the woman into the lab.

They entered the lab and Xander's heart almost stopped. There on the table was Oz. They had him tied down, naked on the table. Xander looked at Wesley and said, "Go with the good Professor. Get those notes, make sure you've got everything, do it now."

"But what about you?" Wesley seemed worried at the emotions playing on the boy's face.

"I'm going to take care of Oz. Looks like we're two for one." Xander motioned for the soldiers to drop their weapons on the floor. They looked over at the Professor and she nodded her head for them to do what they were told. When their guns had been kicked away, Xander looked at Wesley. "Go ahead, we've got you covered."

Wesley and the Professor walked over into a small room off the lab. Xander looked at the doctors. "Get my friend some clothes and get him dressed, now." he said in a tone that clearly meant they would all die if they didn't do what he said. All Xander wanted to do was run over to his friend and see if he was all right, but he knew he couldn't. They had just finished dressing Oz when Wesley and the Professor re-entered the room. Wesley had a bunch of files tucked under his arm and Xander told one of the demons to go help Oz, who was just regaining consciousness. As the demon helped Oz to stand he caught sight of Xander.

"Xander?" he half moaned.

"It's going to be okay, Oz. We're going to get you out of here and you'll never have to worry about this fucking place again. I swear it."

"Thanks, man. This was...oh fuck...this was hell." Oz groaned as he passed by Xander.

Xander just nodded in agreement. He couldn't talk for the anger and rage welling up inside him. finally, he looked at everyone in the room. "I should just leave all you fuckers here to die. The only reason I don't is because my friends would never forgive me. Well, some of them anyway. You see, they are good people who believe in preserving human lives, even ones as sick and twisted as all of you. Give me one more reason to kill you, however, and you'll be burning down here instead of going to jail."

"You're the one who is going to be in jail when this is over," one of the guards sneered at Xander. Xander aimed his gun and shot the man in the arm. This guard yelled in pain as he stood looking at his bleeding arm.

"Didn't they teach you to never piss off the guy with the loaded gun?" Xander looked over at Wesley and the remaining demons. He took the rocket launcher from the demon and hefted it up on his shoulder. "Go on. I'll be out in a minute, as soon as I torch this lab." He started wobbling at the weight of the weapon.

"Xander, are you sure you can handle that thing? It's awfully heavy and the impact of the shot may knock you out." Wesley pointed out.

"I'll stay with him," they heard a voice from behind them. When they turned around they saw Clem standing in the doorway. "I know I don't look like it, but I am actually very strong."

Xander took a moment before he answered with a smile. "Fine. Just make sure I don't get knocked out, well at least not until we find Project 314, right Professor Walsh?"

The woman stared at him, hatred burning in her eyes. "I'll never show you where it is."

"Then you'll die down here with me because you're not leaving here until you do." Xander stated firmly. He had come too far to back out now without taking care of whatever this Project 314 was. It might come after his friends or Buffy might have to fight it and Xander didn't want that to happen. As Wesley and the others started filing out of the room, Xander grabbed his arm. "Wesley, if something happens down here, make sure that Spike gets the help he needs. Keep one of the doctors with you so they can reverse whatever they did to him. I'm sure Angel could persuade him to help out. You have to promise me that."

"I promise you that, Xander." Wesley said, tears in his eyes. Xander knew that the man before him would come through for Spike and he let go of his arm so that Wesley could follow the others.

Xander took one last look around before he walked over to the door to stand beside Clem. He gave the others about five minutes leeway before he asked, "O.K. Clem buddy are you ready?"

"Ready as I'll ever be." Clem smiled at the boy as he grabbed the Professor with one arm and the rocket launcher with the other. He stood behind Xander to brace the boy.

"Let's do this then," Xander smiled gleefully as he pulled the trigger, aiming for a wall furthest from them. He saw the explosion, felt the heat and the impact from it as they were all thrown backwards. *I bet Spike would have loved to have seen this*, was his last thought as he hit the wall, blacking out.

It was 6:30 in the morning when the car carrying the AI gang passed the 'Welcome to Sunnydale' sign. It had been a nightmarish ride to say the least and their nerves were tingling. Angel had driven Spike's blacked out DeSoto, not trusting the younger vampire to drive in his condition. Cordelia and Doyle didn't think Angel was faring any better than Spike and shouldn't be driving either, but they had been outvoted because Angel was the boss.

Spike had spent the entire ride cursing the Initiative, Xander's foolhardiness, Buffy's stupidity and Lindsey. He had vowed revenge on anyone that hurt Xander, even if the boy only had a small scratch on him. Angel had just nodded in agreement at every word as he whizzed in and out of traffic. Cordelia and Doyle sat in silence, thinking about their friend and hoping that he and Wesley were both okay and that everything would be fine when they got there...if they got there.

As they pulled up in front of the campus near Lowell House, they saw four campus policemen talking to a bunch of young, male college students. Spike recognized one of them and began to growl.

"He's one of the Initiative wankers."

"Calm down, Spike. Remember, all in good time. First we have to find Xander and Wesley and make sure they're alright. Let's head over to Willy's and see if Xander or anyone else is there."

"He better be or I'll tear this town upside down until I find him," Spike said as they drove towards Willy's. They got there in under three minutes. As soon as Angel had stopped the car, Spike had jumped out the door making a run for the bar using a blanket to shield himself from the morning sun. Angel grabbed his blanket and ran into the bar before Cordy and Doyle could even get out.

As the two of them stepped into the bar they saw Angel and Spike yelling at Wesley, Willy and several demons who had been standing around, looking through some notes.

"What the bloody fucking hell do you mean you just left him!" Spike was asking Wesley. Angel noticed the pained look on Wesley's face and grabbed Spike, turning him so they could face each other.

"Don't be too hard on him, Spike. He was just trying to help Xander find some way to help you. I'm as upset as you are but we have to calm down if we're going to help Xander."

Angel's words finally got through to the younger vampire and he sat down at one of the seats at the bar. "Give me something to drink Willy. Make it strong, but not too strong. And bring me and Angel some blood. The good kind."

"You got it, Spike. On the house." Willy said, hustling off to get Spike some JD and some O positive human blood, which he knew was Spike's favorite. He wanted to do anything he could to keep the vampires from tearing him a new asshole over their boy.

"So why don't you start at the beginning, Wesley," Angel asked the man sitting across from them as Cordelia and Doyle joined the two vampires. Wesley told them about meeting up with Xander at the restaurant, their talk with Willow and how she had refused to help them, breaking into the office and coming to Willy's where they had decided to attack the Initiative. Wesley had just finished telling them about the attack, how Xander had refused to leave until he took out the lab and Project 314, how they had waited as long as they could for Xander, Clem and Professor Walsh to come out and how they had finally made their way back to the bar.

"I'm sorry but that's all I know. Xander wanted to get rid of whatever Project 314 was...I think he was worried about Buffy and the others. I would have stayed with him but he insisted I leave. He wanted to make sure someone made it out...someone who would help Spike with the chip." "He was worried about me?" Spike asked, a feeling of love and affection for the boy sweeping over him. Wesley nodded. "He was quite adamant about that. If I can answer any more questions for you feel free to ask."

"I've got one question for all of you. Where the hell is Xander?" They heard a familiar voice come from the doorway. They all looked up as one to see Buffy, Giles, Riley and Willow standing just inside the door.

Buffy walked over to them, anger clearly written on her face. Riley was beside her, holding his side as he walked, a bandage on his temple still red from where the blood had leaked out after having been stitched up. Giles was behind Buffy looking very upset and angry and Willow was beside him, her head hanging as she looked at the floor.

Spike, Angel, and Wesley stood up, standing next to Cordelia and Doyle who had turned at the sound of Buffy's voice. The two groups faced off against each other while the demons looked on with interest.

"How did you know we were here?" Angel asked. "Did Willy call you?"

"What? No, I told you I wouldn't cause the demons don't like her, remember?" Willy denied, fearfully looking at the room full of people.

"Willow told me. Well, she told me what Xander and Wesley were planning anyway. By the time I got to Lowell House, I found everyone tied up and knocked out. Then Riley showed up, bleeding and bruised thanks to Xander. I answered your question now you answer mine. Is Xander here? And don't lie to me because I will tear this place apart if I have to."

"Come on, slayer. I don't want no fighting in my place. You promised me you wouldn't come around here remember?" Willy was practically begging.

"That was before you helped my so called friend break into a government facility not to mention a frat house, knock around some of my friends including my boyfriend, and burn the place to the ground with Professor Walsh still inside. She's probably dead." Buffy said angrily. She turned to Riley. "I told you if anyone was helping Xander it would probably be Willy."

"No, not me Buffy. Honest. I have proof I was here the whole time and it wasn't my fault." Willy reached under the counter and produced the cassette he had been holding for Angel. As Buffy went to grab it he handed it to Angel instead. "Sorry, but the kid said it was for Angel."

"I'm the Slayer and this is my town, not Angel's. He lives in L.A., remember? Now if this had happened there, then it would be a different story, but it happened in Sunnydale, so hand the tape over to me, Angel," Buffy demanded, holding out her hand.

"No." Angel pocketed the cassette. "Xander wanted me to have it and I'm keeping it. That's what he wanted, and I'm going to live by his wishes. Now if you want to take it from me, feel free to try. Just know that you won't win this fight, Buffy."

"I can't believe you lot. You're supposed to be Xander's friends and yet you come marching in here demanding to know where he is not even caring to ask if he's alright. All you're worried about is your fucking git of a boyfriend and what happened to that bitch. And now you want to prattle on and on about how this is your town, like we're in a bloody western or something." Spike was furious.

"Hey, that's Hostile 17. That's who Xander was doing all this for. So he could help him. All that shit he gave me about worrying about Professor Walsh hurting all of you because you're different was all a lie. All he wanted to do was kill Professor Walsh, shoot a few guys, burn down the place and get the information he needed for fucking Hostile 17," Riley told Buffy.

Spike went to attack Riley and Angel grabbed him and pulled him back. As Doyle and Wesley took over holding Spike back, Angel walked up to Riley. "Hostile 17 has a name. It's Spike. I'd start using that name when you refer to my childe or I will have to teach you some proper manners, boy. Judging by your appearance, I'd say someone else has already tried," Angel smiled as he looked Riley up and down. "What's the matter, soldier boy? Mad because Xander got the best of you? Want a little revenge? I'm feeling a great thirst for revenge on you and your kind right now. You make one sudden move towards Spike or say another bad thing about Xander and I'll forget I've got a soul. Do you understand me, boy?" Angel growled as Riley took a step backwards.

Buffy looked at him in surprise. "What's happened to you, Angel? Are you jealous of Riley because I'm seeing him? I know you can tell, vampire senses and everything."

Angel rolled his eyes at the girl. "Did you not listen to anything I said? Try to understand something, Buffy. This isn't about you and me. We were over a long time ago, remember? You live your life and I live mine. That's what you said if I recall correctly. No, this is about the Initiative and how they hurt Spike. This is about you and the rest of Xander's 'friends' coming in here not even caring enough to ask if he's o.k. or even alive."

Before Buffy could say anything, Willow finally spoke up. "Is-is Xander alive?"

"Why do you suddenly care?" Cordelia snapped, stepping up to face Willow. "God, Willow you're supposed to be his best friend and yet Angel and the rest of us are more worried about him than you are. You walk around all the time telling Xander how much you care about him yet you always side with Buffy in every argument."

"That's not true. I do love Xander," Willow answered.

"You have no right to come here and accuse Willow of not caring about Xander. We all care about him. But what he asked Willow to do was wrong. Xander wanted her to help him go behind my back and lie to me. He wanted her to help him hurt yet another of my boyfriends. You do remember how many times Xander wanted Angel dead don't you Cordelia? Now that I'm seeing Riley, he hates him too. What kind of a friend is that? What kind of friend are you to Angel when you know what Xander did and you still defend him?" Buffy asked.

"I'm a better friend to Angel than any of you will be to Xander, that's for sure. In case it might have escaped you, Buffy, Angel forgave Xander a long time ago. They've become very close these past few weeks. We all have."

"This coming from the woman that treated Xander like he was the dirt on her shoes for years before you started dating him and then months after you caught us kissing," Willow said, looking at Cordelia.

"Enough!" Angel yelled. "I don't want to hear another word about the past. We're in the here and now and right now Xander is missing. We don't know if he's dead or alive and that's all I care about."

"Since when?" Buffy asked.

"Since I got to know the real Xander. The man he's come to be. The boy I never wanted to know when I lived in Sunnydale. My problems with Xander were as much my fault as they were his. But that's past. He's part of my family now and I take care of my family."

"Is that so? I happen to take care of my family as well and I consider Xander a part of that. However, I cannot condone what he has put Buffy through nor this foolish attack on the Initiative to help out an un-souled vampire. The boy never thinks, he just acts on his wants and needs. He doesn't seem to care who he hurts as long as he gets what he wants." Giles spoke up.

"Since when do you know what Xander wants or needs? Have you ever stopped judging him long enough to find out? The boy throws himself arse over teakettle into a fight because he cares too much. You know that, and yet you never bothered to train him how to fight did you, watcher? Is that how you show your concern for your family? Now Xander may be hurt or worse and we're all just standing around here fighting instead of trying to find him. Do you think Xander would be doing that if it were one of you?" Spike yelled in frustration. All he wanted to do was rip this town apart until he found his boy.

"Spike's right. We've spent enough time talking. It's time to find Xander." Doyle said.

"Fine. But when this is over I want some answers. Xander better have a damn good reason for acting like he did or I will never forgive him," Buffy said.

"Did you ever forgive him, Buffy?" Angel asked sadly before turning his back on the woman he once thought was his everything. Spike exchanged a glance with Angel and both men knew what Angel was feeling. That chapter of Angel's life had ended. Now Spike and Xander, along with the rest of Angel's family were his everything and part of it was missing.

Xander woke up to excruciating pain. His body felt like it was on fire, and his lungs were burning from the smoke filling the area around him. Xander could tell he was being cradled in someone's arms and he looked up to see Clem's worried eyes looking down at him.

Clem abruptly came to a stop as Xander opened his eyes. When he had shook off the pain of the impact against the wall during the explosion, he had looked around in a panic for Xander. Clem had found the boy lying on the other side of the hallway unconscious. He had grabbed him up and was heading for the door as quickly as he could through the haze of smoke around them when he had heard Xander gasp and shudder as he came awake. *Thank God he's not dead*.

"It's alright, Xander. We're getting the hell out of here. Just hang on a few more minutes. Don't give up on me now," Clem told him as he started running down the hallway.

"Stop," Xander groaned. "We have....we have to find that...what was it?...that Project something."

"Project 314. Xander, we don't have time," Clem pleaded as the boy struggled with him.

"No...I’m not leaving here without...destroying it or finding it whatever...I've got to find it," Xander insisted, pulling out of Clem's arms and frantically looking around.

Clem decided the best way to get the boy out of the burning facility was to help him so he started to look around. He finally spotted a door that said 314 on it in big red numbers. "Here, I think it's probably in here," Clem yelled, as he motioned to Xander to join him.

Xander slowly walked over and looked at the door. "This is it. Come on," he instructed the demon as he opened the door and stepped inside. Both of them gasped in shock and their eyes widened in disbelief. A Frankenstein type monster was lying on a table, electrodes clamped to his head. It looked like he was pieced together from various demons, but he still looked human.

Xander found the strength to rush over to the table and look at the monster. "My God," he muttered. "The bitch really was a psycho. We have to destroy this thing before it comes to life and kills a bunch of people." Xander looked around for a weapon to hit it with, something that would damage it.

"It can't be destroyed. Don't you see? Adam and I are going to take over the world. Humans and demons both. He is my child as is Riley. He's my favorite you know. I'm going to be their mother and they are going to be brothers in the fight to rule the world. I won't allow you to shut him down before he's fully operational. I will kill you first." Maggie said, lunging for Xander. She fell on top of him and started scratching and hitting the boy, fists flying in a rage to protect her 'son'.

"Clem, pull the electrodes off of him! Shut him down, now!" Xander yelled as he did his best to fight the woman on top of him. He was losing what strength he had left and it was becoming difficult for him to breathe. As she continued to hit him, he reached around feeling for something he could use against the insane woman.

Clem ran past the two people struggling on the ground and ripped the electrodes off the monster's head. Then he pulled the strap of the rifle he had hung over his head and lifted it off of him before aiming at the machine that was powering the monster. Clem shot it two or three times before it started to catch on fire.

"No!" Maggie yelled as she got off Xander and rushed the demon, catching him off guard. The rifle flew out of his hands and soon he was fighting the struggling woman as Xander had earlier. Xander crawled over to the rifle and sat up before reaching for the gun. He aimed it at the crazy woman who had picked up a scalpel and was plunging it into Clem's arm as the demon howled in pain.

"Stop right now or I will kill you!" Xander yelled at the woman, hoping and praying that Professor Walsh would stop this insanity. Instead, she turned and started to advance towards him.

"I mean it. I will shoot you if I have to," Xander said, but the woman still kept coming towards him, the bloody scalpel lifted up ready to plunge into the boy. Finally, Xander pulled the trigger and Professor Walsh fell to the floor, a bullet hole through her chest, her eyes wide and staring in disbelief. Maggie Walsh was dead.

Xander dropped the gun as if it had burned him and looked at the woman lying dead on the floor. Dead by his hand. He felt Clem's hands on him, lifting him from the floor despite the blood running down his arm. Xander heard Clem yelling at him to come with him but he couldn't make any of his limbs move. The pain he had forgotten about in his haste to find 314 and during his fight with Professor Walsh now engulfed him.

He felt himself being lifted up and carried from the building. Xander heard the screams of the demons left behind and the crashing of debris as the facility started to collapse. He was just about to give up hope when he felt the sun on his face and looked up to see that they were now outside of the Initiative.

"Hold on, Xander. I'm going to get you to a hospital. Just hold on and please don't die." Clem was saying over and over as he carried the boy through the dense forest towards town.

"No, Clem...Willy's...take me to Willy's...have to find out if Wesley...and Oz....if everyone's o.k." When Clem seemed uncertain, he reached up and touched his face. Clem looked down at Xander, tears running down his face. "I'm afraid...hospitals...I'm a murderer." Xander told him before losing consciousness once again.

Clem headed for Willy's hoping he was doing the right thing. As they headed up the street leading to Willy's bar Clem spotted Spike's DeSoto sitting out front. His face lit up at the sight of it. He didn't know how or why Spike was there but he did know one thing for sure. If anyone would know what to do it was Spike.

The two groups of people had faced off and were now arguing again. They had been trying to figure out where Xander could be and Wesley was looking over the papers he had taken from the Initiative when Riley had demanded that they be returned to him. They were government documents illegally obtained and he wanted them back.

"If you don't give me those documents, I swear I will call the MP's and have you arrested." Riley threatened as he made his way over to Wesley.

"I most definitely will not give these papers back. Xander and I, along with many others, risked our lives to get these and I'm bloody well not giving them back to you."

Spike, Angel and Doyle stepped in front of Wesley as the remaining 10 or 15 demons started growling and hissing at the soldier. "You'll have to go through us, mate," Spike told him.

"That can be arranged. Especially seeing as how I can kill you and there's not a damn thing you can do to stop me," Riley said, pulling out a stake and rushing Spike. But instead of making contact with Spike's chest, his arm was grabbed and he felt himself being lifted and hurled across the room. He landed with a thud on the far side of the bar. Riley looked up to see Angel's face dark with rage staring down at him.

"That was a warning, boy. Next time you don't get one. Next time you'll be dead," Angel said, deadly calm. "You're nothing but a coward who wants to fight someone who can't fight back. But I can and will. What I said was not a threat, but a promise."

Buffy ran over to her boyfriend, checking to see if he was alright. She helped him up and they came back over to where Angel had rejoined the other two, still standing in front of Wesley.

"He has every right to those documents, Angel," Buffy told him. "They were stolen from the Initiative. Besides, Riley is not a coward. He fights evil just like I do. God, why does everyone keep assuming that the Initiative are bad guys, just because they've managed to neuter a few vampires."

"Because they are. What they are doing is sadistic and cruel," Angel growled.

"You're just saying that because they neutered the annoying one there." Buffy pointed at the smirking Spike. "And because you're a vampire. But they wouldn't hurt you, Angel, because you have a soul." Buffy explained.

"Is that right? So you thought if those soldiers saw peaches wandering around that they would what? Walk up to him and strike up a friendly conversation where they asked him if he had a soul or not. Was he just out for a nice walk or was he planning on killing a few people on the way? They don't bother to figure out anything like that. They see something other than human, they take them out. And they don't even do it in a fair fight. They sneak up and electrocute you like the cowards that Angel said they are." Spike snorted, not believing how stupid this bint was.

"You're crazy, Spike. I've been out on patrol with these soldiers and we fight fairly. We don't sneak attack anyone. You're just saying that because your pride was hurt." Buffy snapped back, also taking out a stake.

All of a sudden they heard someone's voice coming from the inner office of Willy's bar. "Spike's telling the truth. They snuck up on me and did the same thing. I woke up at the Initiative, surrounded by doctors and lying naked on a cold table," Oz said, as he walked over to join the others.

"Oz! What are you doing here? Are you alright?" Willow asked, rushing towards the werewolf. As she neared he started to wolf out.

"Back off, Willow. I can't be near you right now because when I am I get upset and the wolf comes out."

Willow backed off quickly, as Buffy went to stand in front of her. "Oz, what are you doing back in Sunnydale?" she asked, her voice cold.

"Glad to see you too, Buffy," Oz deadpanned.

"What do you expect, Oz? You fuck some other girl and Willow catches you and you run off. You almost got her killed and we're supposed to be what? Bosom buddies again?"

"It wasn't like that. I certainly don't have to defend myself to you," Oz said as he sat down in the chair beside Spike. Spike saw the marks that Oz was sporting all over his body, as the boy was clad only in sweatpants. There were long gashes down his chest and abdomen and Spike flinched, remembering those same marks on his own body a few months ago.

"Leave the boy alone. Can't you see he's hurt? The fucking Initiative doctors work you over too?" Spike asked him with concern.

"Yeah. They were trying to figure out what makes a werewolf wolf out. Some doctor thought that a werewolf turning during a lunar cycle was a campfire tale or something. He was really proud when he made me wolf out from the pain. Said he knew all along it was due to physical pain. But we all know that's a lie don't we? You guys have been around me for years and you know I only wolf out during the three days around the full moon."

"If that's true, then why did the pain make you wolf out now? Why do you start to wolf out at the sight of me?" Willow asked, sorrow filling her voice at the thought of her ex-boyfriend being hurt.

"You know it's true, Willow. Shit, we dated for 2 years. Did you ever know me to wolf out when we had an argument or anything?" When Willow shook her head he continued, "The only reason I do it now is because I did what I said. I traveled around until I found this guy that could help me. I had learned to control the wolf, even during the lunar cycle, by using some herbs and doing meditation. The reason I wolf out when I see you is because I'm hurt and upset with you right now. When I came to town to tell you that I had gained control of the wolf and we could finally be together I saw you with your new girlfriend on the campus. You twp were kissing over by the trees and I felt myself becoming the wolf. I ran away so I wouldn't hurt you and that's when I got caught."

"God, Oz I'm so sorry you found out that way. I'm sorry I'm the one that made you get captured," Willow apologized as she started to cry. Buffy walked over to the girl and put her arms around her as Giles patted her on the shoulder. They both turned to glare at Oz who just stared back at them.

"You have nothing to apologize for Willow. You don't owe him any explanations. He was the one that cheated on you, not the other way around. But why didn't you tell me about Tara? That is who it is, right?" Willow nodded her head. "Why didn't you tell me? I would have understood - I do understand. You never have to hide anything from me, Willow."

"It's just that you've been so busy with Riley and everything that I've felt a little left out. I know that slaying is important to you, Buffy. But sometimes I need my best friend." Willow pouted.

"Speaking of best friends, where is Xander?" Oz asked, as everyone turned to look at him. "I want to thank him for helping get me out of there. I don't know what those doctors were planning, but whatever it was I'm sure it wasn't going to be fun. By the way, I need to thank you too." he said, turning to look at Wesley.

"No thanks are necessary." Wesley assured the boy as Spike grabbed Oz. "When was the last time you saw Xander?" he asked.

"When he told me to go with the others. Xander wouldn't come with us. Said he wanted to blow the lab up personally."

Everyone turned to look at Wesley. "Good Lord, didn't I mention that?"

"No," Everyone chorused before Spike asked him, "How was he going to destroy the lab?" Spike's eyes were filled with terror. He knew there was a lot of stuff in that lab that would cause one hell of an explosion.

"With a rocket launcher. He said he wanted to see the place burn to the ground," Wesley told them.

"That would cause quite an explosion," Giles said.

"You have no idea just how much of one. Neither did we," Clem said from the doorway. All eyes turned towards the demon who was exhausted from running all the way from the Initiative to Willy's carrying Xander, not to mention the blood loss and the fight with Maggie.

Clem ignored everyone as he rushed towards Spike, an unconscious and badly burned Xander in his arms. "Spike, we need you." he said before collapsing to the floor in front of the stunned vampire.