Xander didn't bother looking over his shoulder to see who was breathing down his neck; he simply ran faster. He knew he could outrun almost anyone and anything, so he let himself go. Sure enough, the sounds of his pursuers dimmed. As soon as he slowed, though, more showed up behind him. /What the hell?/ He picked up his speed once again, turning a corner suddenly and entering a different part of town.

The Raphe ran for all he was worth, letting his demonic nature guide him. His instincts told him to avoid small streets and alleyways, buildings and other enclosed spaces. That meant sticking to main thoroughfares, where to his chagrin a man running faster than traffic was an oddity. Still he ran. He couldn't stop-whoever was pursuing him was smart-they had reinforcements in cars, so whenever his main attackers got tired there were replacements at the ready. They must have been the hunters Angel had warned him about.

After a few more miles, Xander saw a chance to put some more distance between him and his opponents. He swerved just as he hit a freeway overpass, running down the slick grass and taking off down the highway, running dangerously close to traffic. At the next underpass he turned again, going up the hill and crossing traffic, somehow not getting hit. Whoever wanted him so badly would have to do some serious work to find him now. His maneuvers had put him close to the shop that Oz was at, and he hoped he found the werewolf there.

He passed the parking lot that held Oz's van, but he was unwilling to stop to check it out. Something told him that more of his enemies were close by. A weirdly familiar feeling entered his mind. He couldn't put his finger on it, but he recognized the signature. Fred? At the next street, Xander turned. The further down the street he got, the stronger the feeling got-and it wasn't a good one at all.

The emotional pain drawing him along led right to an abandoned warehouse-and Oz, Cordelia and Fred. Oz and Cordelia were in wolf form, which brought Xander to a sudden and complete stop. Cordelia eyed him ferally, growling. Oz limped over and smelled him before letting him pass. All around the three wounded investigators lay bodies-lots of bodies, all demons. "Guys?"

Oz shifted back to human form, shuddering in obvious pain. "Attack. Big one. They're.hurt," He said, looking at the women. "Cordy can't shift. Fred's."

Xander cocked his head to one side. "We need to get out of here, like five minutes ago." He looked at the car parked in the warehouse. "Get the girls in there."

"There's more after you?" Oz asked, looking at Xander.

"Yeah, bunches of them. I'm gonna see about stopping them." He looked around the warehouse. Much to his surprise he found a large supply of gasoline, ropes, and a box of.what looked like torture implements. He guessed they belonged to the demons that had attacked the others. Grabbing the gasoline and ropes, he got to work. Three minutes later the warehouse was rigged and almost ready. As a finishing touch, Xander unzipped his pants and urinated in several places. If the demons tracking him worked by smell, they'd think he was there.

Oz was waiting in the car when he finished. Somehow the werewolf had gotten Cordelia and Fred in the back, even though the seer was still in wolf form, shaking and snapping at invisible enemies. Xander climbed carefully into the driver's seat, leaning down as far as he could. "What are you-" Oz was cut off by Xander.

"Sh.." Xander said suddenly. He listened carefully, and then reached for the car's cigarette lighter. He pushed it in. As soon as it popped out, he grabbed it and shoved it one the fuel-laden rope he held in his other hand. Flames took off and he dropped the rope. At the same time he slammed the door shut and pressed the lock. Demons slammed up against the glass, clawing at him. He turned the key and shifted into drive, pressing the accelerator down hard. The car spun and lurched forward. They were almost out of the warehouse, via the back wall, when the gas cans he'd rigged exploded.

Oz watched through the rearview mirror as the metal and wood structure went up in a black and orange ball of flame. He didn't see a single demon running after them. "I think you got them," He said to Xander.

"I sure as hell hope so," The Raphe replied flatly. "'Cause I can't run much more."

���...�...�...�...���

Buffy had just gotten her seat belt buckled when a dark-haired lady appeared at her window. The Slayer looked over at Dawn, who shrugged. "Can I help you?"

Lilah grinned. It wasn't a pretty sight. "Yeah, Slayer, you can."

Buffy sat up straight. "Who are you?"

"Oh, just someone with some sage advice for the new game in town. You've got a lot resting on your little shoulders, girl, and I'd hate to see your sister in foster care, or that redhead of yours in a mental hospital."

"What the hell are you talking about?" Buffy spat, eyes narrowing.

"Don't make the same mistakes Angel did. You'll regret it." Lilah walked away, leaving a fuming Buffy and a confused Dawn.

"What was she talking about?" Dawn asked.

"I have no idea, but I think we'd better get back to the hotel."

���...�...�...�...���

Xander stopped the car several blocks from the hotel, in a dank alleyway. "Everybody out," He said, killing the engine.

"Why?" Oz murmured, looking back at a still-wolfed Cordelia. Fred wasn't conscious yet and the werewolf growled when Oz looked at her battered body.

"I'm betting the hotel's under surveillance. We weren't supposed to have survived."

"Sewers?"

"Can you get Cordy down there?"

Oz thought for a moment. "I"ll have to wolf out again. Can you carry Fred?"

"If Cordy will let me touch her," Xander replied. "There's access down this alley." Oz opened the car door and stepped out. Xander waited for his lover to change and gain control over Cordelia. Once the beta wolf had submitted, Xander reached for Fred. They quickly made their way to the sewer grate and dropped down, hurrying toward the hotel.

Wil paused while taping up Wesley's ribs. "Angel, someone's in the sewer."

Angel handed the antiseptic to Gunn. "I'll check it out." The vampire hunter continued bathing his wounds, wincing at the sting.

The dark vampire listened at the sewer access door. Once he recognized Xander's voice calling for him, he unlocked and opened the gate. "What the hell."

Xander took one look at Angel and shook his head. "Help me with Fred."

Angel took Fred from Xander, wondering why both Oz and Cordelia were wolfed out when it was daylight halfway through the lunar cycle. He carried her into the lobby, which had become a combination of makeshift emergency room and demonic morgue, Zcer bodies stacked everywhere.

"Cordelia?" Gunn whispered, looking at his girlfriend. She growled briefly before dropping to the ground at her feet. Oz shifted back into human form, although it cost him a lot. Xander helped him into a chair before acquiring some medical supplies for him. "Why's she like that?"

"She's." Oz stopped to catch his breath. "Something happened. Her mind isn't." He didn't know how to explain it. Cordy had lost control. He couldn't force her to change back.

Gunn gingerly sat down next to the wolf. She laid her head in his lab, whining in pain. "Baby." He stroked her head, mindful of the teeth. "What can I do for her?"

"Wash out the wounds," Oz suggested. "But be careful-she might bite you." One look at Gunn's face told him that the young man didn't care what Cordy did to him.

"Like she did Fred?" Angel asked. He'd just found the deep puncture wounds in the girl's shoulder. Wesley peered down at them and swore.

"She was getting her away from the demons," Oz defended tiredly. "They were-"

"Hurting her," Wil interjected. No one who had taken a good look at Fred could deny what had been done to the woman. All they could do was clean her up and bandage her wounds.

���...�...�...�...���

Buffy parked the car in front of the hotel and quickly headed for the main doors, Dawn right on her heels. "Oh my." She tried to stop Dawn before the teenager saw, but she was too late.

Dawn yelped and took a step back. There were bodies everywhere, and blood.but that wasn't what got to her. Her friends were.bleeding and hurt. Some of them weren't moving.

Her sister's frightened movement unfroze the Slayer. "Dawn, go call Lorne." Buffy went over to the counter, where Fred was laid out. "What can I do?"

Wil looked over at the young woman. Buffy's face hid her anger and revulsion rather well, but her hands were trembling. "Figure out what to do with those," He said, gesturing at the bodies on the floor.

"What about your arm?" She said, looking closely at the broken limb. "It needs splinting." Before he could answer, she was digging through their box of medical supplies, retrieving a pair of splints and some ties. "Angel, straighten his arm out." The dark vampire did as he was told, wincing at the sound of bone grating on bone. He ripped the sleeve off Wil's arm so that Buffy could get the splint on correctly. Wil ignored their ministrations, using his good arm to help Wesley with Fred. Once she was done with Wil, Buffy turned to the others. Xander had a burn on his left hand and Oz needed stitches.

Dawn found that the regular phones weren't working, so she got out her cell phone and hit Lorne's number on speed dial. "Hello, sweetie," Lorne said brightly.

"Lorne?" Dawn whispered in a trembling voice. "You need to come home right away. With Willow."

"On my way," Lorne said immediately. He could tell that something wasn't right.

Dawn cancelled the call and returned to the lobby. Buffy was doing her best Florence Nightingale impersonation, running around patching people up. Angel was helping out where he could, trying to hold Cordelia so that they could stitch closed her wounds.

Gunn wiped the tears off his face as he watched his girlfriend writhe in pain. Angel grabbed her head, attempting to keep her from biting anyone. "Don't bother," Gunn said softly, running a gentle hand down her back.

"She'll bite you," Angel reminded the vampire hunter.

"Too late," Gunn replied, holding out one bloody hand. "It was gonna happen eventually anyway. We'd talked about it."

Angel swore silently. Yeah, they'd talked about it, but they sure hadn't planned on it being like this. Buffy nudged him and he picked up a knife to cut the thread she was holding.

"Who did this?" Dawn asked, stepping around demon corpses.

"Wolfram & Hart," Xander spat.

"We don't know that," Angel replied quietly.

"The hell we don't," Wesley snarled. "Who else wants us dead?"

"These were just demons. Anyone could've hired them," Angel reasoned.

Buffy thought about the woman who'd talked to her today. "Someone."

"What?" Angel asked quickly.

"A mean lady stopped us today," Dawn said. "She warned Buffy about doing what you did, Angel. She-"

"She threatened to have Dawn and Willow taken away," Buffy finished.

"What did she look like?" Xander asked.

"Taller than me, dark hair, business suit," Buffy replied.

"She looked young, except in her eyes. Smelled like gin and stale sex," Dawn added helpfully.

"Lilah," Angel, Wil and Wesley said together.

"Fuck," Xander muttered. "Guess they didn't take London too well."

"Guess not," Wil commented.

Xander sank down onto the floor at Oz's feet. This was such a mess. Still, he-and the rest of the gang-couldn't afford to take a breather now. "We have to leave town."

"What?" Wesley murmured from the counter.

"They think we're all dead," Xander said. "And if they find out we're not, they're just going to keep coming after us until we are."

"He's right," Wil said softly. "And we won't always be this lucky."

"This isn't lucky," Gunn commented.

"We're all alive," Angel replied. "I don't see how they don't know we're alive-you all made it here."

"Xander blew up the warehouse. They'll never be able to figure out who's who in that place," Oz said quietly. "And we can take care of the demon's car."

"None of us have left the hotel," Wil added. "So they don't know we survived either."

"We'll have to sneak out of town," Angel said. "But that leaves Buffy here to deal with."

"I did it before, I can do it again," Buffy stated firmly. "Besides, as of right now, I'm not on the firm's bad side-and you are."

"Can you stay that way?" Angel asked. Buffy looked down at her feet for a few minutes.

"For a while, if I have to-if, and only if, you guys are going to do something about them. I mean, I'll help, but I can't just leave them alone forever."

"Neither can we," Wil murmured. "Lorne-"

"Is wondering what the hell happened here," The green demon said from the door. He had Willow with him, her face pressed against his chest so she couldn't see the carnage. "Although I can make some pretty good guesses." Dawn walked over to the pair and took Willow from Lorne. She led the fragile redhead upstairs, knowing that she'd be better off up there.

"Someone fill him in," Xander said, waving a hand towards Lorne. Buffy went over to the demon and explained what she knew. Angel and Will added bits and pieces as she went along.

"What about the visions?" Lorne asked.

"We can get the information to you," Angel said.

"E-mail," Xander added. "There are ways, don't worry. But if we stay, we're corpses."

Lorne looked around again, and then nodded. "Agreed. So you're leaving tonight?"

"As soon as we can move these two," Angel said, referring to Fred and Cordelia. "We can get transportation easily enough."

"Where will you go?" Buffy asked.

Angel, Wil, Wesley and Xander looked amongst themselves. "San Diego," Oz suggested.

"Why there?" Xander inquired.

"Easy to reach, lots of resources. From there we can go anywhere," Oz replied.

"Works for me," Angel said.

"I'll get you something to drive," Lorne offered as he opened his cell phone.

"Thanks," Wil murmured, returning to Fred's side. The young woman still hadn't regained consciousness.

���...�...�...�...���

Once Lorne had arranged transportation and some necessary supplies for the investigators, he turned his attention to cleaning up the lobby. Buffy helped him decide how and where to dispose of the bodies, although the actual work would be done later. They agreed that the best way to handle things was to pretend that everyone had died, and that she and Lorne had been left with the job of getting rid of the remains of both her friends and the demons they'd killed. Angel and the others stayed strangely quietly, mostly due to shock. Dawn returned to the lobby after Willow went to sleep and she lent a hand, cleaning the last cuts and bruises. By the time the sun had set and they were all ready to go, everyone but Fred had recovered enough to move on their own, although Cordelia was still in wolf form.

"So where are these cars?" Angel asked Lorne as they gathered their supplies, clothes and gear. They'd packed thoroughly but lightly, knowing that they wouldn't be back for a long time. Xander was carrying Fred again, since he was one of the few with fully functioning arms and legs. Everyone else was limping at least a little, and some were just mobile enough to walk.

Lorne handed Angel directions. "Not but about a quarter of a mile away, easily accessible by sewer. They should last you a few weeks, but I'd ditch them after that."

Angel nodded. He looked over at Buffy. "Look, I know-"

"Go," Buffy ordered. "We'll be here."

Dawn ran over and gave Wil a quick, gentle hug. "Take care of everybody," She whispered. Wil nodded briefly.

At Angel's command, the group headed out.

"What are we going to do?" Buffy asked Lorne as they shut and locked the sewer door.

Lorne drew Dawn close to him, sensing her fright. "It'll be fine, Buffy. Eventually."

*****
Part 58:

"How is she?" Wil asked Xander, who was examining Fred.

Xander frowned. "Still nothing but fear and terror. I can't sense anything else at all." He tried again, stretching out his abilities as far as they would go. The Raphe was sure he could feel the emotions of the ants crawling on the sidewalk ten miles away. Still he got nothing new from the unconscious girl.

"And the rest?" Wil pressed.

"Physically, she's improving. The medicines Angel got are working overtime. They just can't help her mind," Xander finished wiping off Fred's face and took a seat next to the bed. "If she doesn't wake up by tomorrow, we're going to have to do something-she's going to need medical attention we can't give her." Angel's medicines were good, but they couldn't replace food.

"I know," Wil murmured, moving through the connecting door to the other room. They were holed up in a pair of hotel rooms outside San Diego, licking their wounds as they tried to regroup. It had been three days since the attack, and all of them other than Fred and Cordelia were nearly healed. Angel had been able to quietly contact a friend in the city, who in turn got Angel in contact with a doctor. It hadn't been easy to convince the man to just hand over medicine, but in the end cash won out and they had what they needed. Now, if only Fred would wake up and Cordelia would shift back into her human form.

The mood in this room wasn't much better. Angel was brooding while Wesley desperately searched their databases for something that might help his lover. Wil sat down next to Angel and waited for the dark vampire to acknowledge him. "Is she any better?" Angel asked after a moment.

"Not really," Wil whispered. "We're going to have to do something."

"I know," Angel sighed. "Tomorrow."

A low growling from the other room caught Wil and Angel's attentions. They cocked their heads together, listening. "It's Gunn," Wil whispered after a moment.

"Alpha-beta?" Angel asked cautiously. He'd been worried ever since Gunn had let Cordelia bite him that this might happen. The seer was more than happy to let Oz assume the role of alpha, and he was fairly sure that Fred, should she recover, would do the same. Gunn, however, wouldn't submit so easily. While the vampire hunter would recognize that Oz was by rights the alpha, he would also have a difficult time simply handing over authority and responsibility to the young werewolf-Oz was smaller and in Gunn's newly changed eyes, weaker. It would help greatly if Cordelia would change back and knock some sense into her lover.

"Yeah, the usual," Wil replied. Soon they heard the slamming of doors as Oz and Gunn left the hotel to work off some steam. "They'll work it out on their own." He slid down on the mattress, trying to get comfortable. It was early in the day and he felt the tug of sleep acutely. "You should rest, Angel," He murmured, curling up on his side of the bed.

Angel nodded silently and lay down to join Wil. He pulled the blonde into his arms and blocked out all the pained noises of their rooms. He was no good to their efforts exhausted, which meant he had to force himself to sleep.

���...�...�...�...���

Fred looked around her cave. It wasn't as nice as she remembered it to be; there wasn't any firewood stacked by that wall, nor any stash of berries and nuts near the rock pile. The only thing her old home had going for it was safety-nothing could get to her in here. She wasn't sure how long she'd been in the cave, but figured it had been at least a day or so. That meant that she'd have to leave soon, to find something to eat and drink. even though that was the last thing she wanted to do.

It was getting harder and harder to pretend she was just back on Pylea. The longer she sat, cowering in the darkness, the more she remembered about how she'd gotten here. Images of demons violating her were superimposed over scenes from Pylea, twisting the characters around until she saw herself raped in the nearby village and foraging for food in a warehouse. It confused her at first, until she learned to separate the two different worlds. Now that she knew why she was here, she was even less eager to leave.

She also knew that she must have survived the attack-after all she was still around, instead of doing whatever it was people did when they died. She wondered where Wesley was, if he knew where she was, how Cordelia was doing. It hadn't looked good in the warehouse, so Fred wasn't sure.

A sharp pain in her belly brought Fred back to the present. "Guess now's as bad a time as any," She muttered as she pulled herself upright. Hunger pangs weren't going to just stop because she didn't want to move. Besides, finding something to eat couldn't be that hard, could it? She gingerly approached the mouth of the cave, trying to listen for predators.

Xander felt a flicker in his mind and turned back to Fred. Something besides fear was emanating from the girl. He quietly knelt by her bedside and tried to figure out what was going on in her mind. Much to his surprise, her eyes began to flicker open. "Fred?"

Fred opened her eyes and looked over. There was a guy-Xander-next to her. "Xander? What are you doing here?"

Xander frowned. "Taking care of you. How do you feel?"

"Hungry. Just came out for some food. And water," She murmured. The young woman jumped when Wil and Angel, followed by Wesley, showed up in the doorway. "Who. Angel? Wil?" She looked farther over. "Wesley?"

"Fred?" Wesley murmured. "You. oh, thank gods," he continued as he walked over to the bed. Fred smiled tremulously as he took her hands. "We were so worried you wouldn't wake up!"

Fred glanced at the others, taking in concerned expressions and frowns. "I got hungry," She admitted sheepishly. She could tell by the looks on their faces that they weren't going to let her go back-she'd just have to stay out in the real world and deal with this the hard way.

"Food we can do," Xander replied. "Probably something soft. what are your opinions on pudding?"

"Not tapioca," Fred replied. "Can I have some water?" Several hands brandished cups of water. "Wow. That was fast," She said, taking a glass from Wesley. The others grinned and put their unused water cups back on the counter. "How's Cordelia?"

Angel grimaced. "She's not come out of wolf form yet," He said, gesturing to the other bed. "Actually, we were hoping that when you woke up, it would help her change back. She's been very protective of you."

"Oh. I guess that might work," Fred said, not sure why it would help the girl. "But she's asleep right now."

"Yeah, she is," Xander said, returning with some prepackaged pudding. "But don't worry, while she's resting we can fill you in."

Fred nodded. "Ok, that sounds good. Can we start with why I can smell Angel and Wil's dinner from in here?"

���...�...�...�...���

"That was painful," Wil muttered as he adjusted the water temperature in the shower. Angel murmured his agreement. The two vampires had just gotten finished filling in Fred with all that had happened during the past few days-the parts of the attack she'd missed, their impromptu flight out of Los Angeles, and anything else they could think of. She'd remained very quiet throughout, which worried them. Of course, as Xander had pointed out before she'd woken up, the young woman had been beaten and raped-not something that just went away.

That didn't even get into the lovely moment wherein they explained that she was a werewolf now, thanks to Cordelia's bite. Fred actually took that well, once Wesley assured her that she wouldn't be getting strange urges to gnaw his legs off. Still, Angel and Wil had made a hasty exit at the earliest opportunity. Now they were holed up in the bathroom, ostensibly taking a shower. And, in fact, they were going to take a shower-a long, long shower. During this shower they would relax, talk, and do whatever it was they wanted to do without others present, to use Xander's description.

"Do you ever get the feeling that someone hates us-a lot?" Angel asked as they stepped into the tub. Steam rose around them as scalding water rained on their heads.

"Of course not," Wil replied. "It's just that someone's mistaken us for masochists."

"I can believe it," Angel murmured. He reached for the shampoo. "But why us?"

"Hate to say it, love, but we brought this one on ourselves," Wil said. "We did ruin one of their largest satellite operations, you know."

"But they didn't have to do this! I mean."

Wil snorted and took the shampoo. "What, you were expecting them to send a scathing letter, maybe stare you down next time they ran into you? They're evil," He continued. "And not in the 'let's go torture some villagers' way, either."

"I know, I know, they're big time organized crime evil," Angel replied tiredly. "But such wanton cruelty."

"Which you relate to all too well," Wil interjected. "And what's bugging you is that a part of you-not a big part, but a little corner-looks back on the carnage and cheers. Yeah, you hate it that it's your people, but look at the job they did."

"Actually, they were sloppy. We all got away," Angel returned. "Angelus wouldn't have failed."

"Fine," Wil said, shrugging. "Maybe he wouldn't have. He certainly wouldn't have forgotten about Oz."

"They were probably expecting him to be back at the hotel in time for the other attack. His van broke down again," Angel said from under the spray.

"Hmm. Yeah, probably," Wil murmured. He pushed Angel out of the way so he could rinse his hair. "Still, that doesn't get us anywhere on the 'what do we do now' question."

Angel grinned. He had a fairly good idea of what, or rather who, to do now. The dark vampire reached for Wil, wrapping his arms around the smaller man's waist as he slid them both to the floor of the shower. Wil growled as he landed on Angel's chest, but he didn't try to move. Angel pulled Wil up a bit, until the shower spray was beating directly on the blonde's back. After a minute, Wil relaxed and tucked his face into Angel's neck, letting the water soothe him.

���...�...�...�...���

Fred glanced over into the other hotel room. She heard.noises, ones she wasn't fully sure she understood. "Is someone hurt?" She whispered to Xander, who was still watching over her.

Xander blushed, knowing what Fred was hearing. "Um.no. That's Angel and Wil. In the shower."

"Oh," Fred replied. Wesley smiled indulgently at her. "I guess this enhanced-hearing thing takes some getting used to."

"Just be glad you only hear and smell them," Xander remarked. Actually, right now he was damned grateful the two vampires were fooling around-they were giving off wonderfully positive emotions, which did a lot to counteract the angst still running high amongst the rest of the group. Oddly enough, Fred's revival had only partially lightened Wesley's mood. Now that the girl was awake, he could talk to her-but that also meant dealing with the aftermath of her attack.

They probably shouldn't have dumped the whole 'get Cordelia back to normal' thing into her lap either, but it was necessary. The longer the cheerleader stayed that way, the more uncontrollable Gunn would be. Right now, Oz had the new werewolf out somewhere, trying to either teach him a lesson or burn off some energy-maybe both.

"How can we get Cordelia to change back?" Fred asked. "I want her to be normal again, but I don't see how."

Xander looked over at Wesley. "Well, she did change you, and she wants to protect you. Maybe if you played on that-we do know she understands us, to some extent."

Fred nodded and pushed herself off the bed. Xander helped her over to Cordelia, who was slowly waking up. The young girl sat down next to the werewolf, stroking her head gently. "Cordy? Thanks for saving my life. Do you think you could change back now? Everybody's really worried about you."

Wesley grimaced. He wasn't sure that that was the approach to take-but it was pure Fred. Much to his surprise, Cordelia started to twitch and shudder. "Xander?" Wesley murmured. "Is she-"

"Changing," Xander replied quickly. The Raphe stood up and reached for a blanket, draping it over the werewolf. In less than a minute, the creature's bestial face was replaced with Cordelia's classic features. Fred kept her hand on Cordelia's head, whispering encouragement.

Cordelia squinted and looked around the room. "Fred?" She said shakily. "You ok?"

"Yeah," Fred replied with a smile. "You?"

"Um.alright, I guess, but why am I naked?"

*****