Title: Learning Curve
Author: Kat, a.k.a. KallieRose
E-mail: [email protected]
Rating: NC-17 
Pairing: Willow/Spike
Disclaimer: I acknowledge Joss Whedon as god of gods. All the characters in this story are his creation, along with Fox, the rest of the Mutant Enemy Crew, and whomever else wants to lay claim to them. I'm merely killing time by putting them in totally unrealistic situations :-)
Summary: Giles asks Spike for a favor that he probably shouldn't have.  Much angst and wackiness ensues
Spoilers: Spoilers for season 4 Buffy.  Spike has escaped the Initiative and is reluctantly helping the gang.
A/N:  Thanks to Knightie for the beta.  All errors are of course my own.  Hey, I have to own *something*, right?

Learning Curve

Chapter 31

"Hey Will."

Buffy's voice was excited, with an underlying current of nervousness that Willow could still discern, even over the phone.  She had to wonder about the nervousness—she had hoped they were past that. 

"Hi Buffy.  What's up?"  Sensing this might be a long conversation, Willow decided to lie down on her bed and stretch out for maximum comfort.  With Spike out doing whatever it was he did at night, and Buffy the kitten out terrorizing the lesser cats in the neighborhood, she had the house to herself.  Might as well take advantage of it.

"Well," Buffy replied anxiously, "I've got a date.  Tonight.  And I have no idea what to wear."  Panic flared in her voice as she practically wailed the last sentence.

Ah, so that was the cause of the nervousness, Willow realized, feeling a sense of relief wash over her.  "A date?  With who?  Oh, or with whom?  And where are you going?  Fancy?  Casual?"  All important questions to be asked when choosing your date-wear.  "Gimme details."

Buffy's voice went from nervous to excited in zero seconds flat.  "Yup, a date.  It's been a while, but I've heard that they usually involve talking, laughing, maybe a bit of hand-holding.  Well, unless the date-ee turns out to be a demon, or a mummy, or an overgrown insect.  Then it's a little different.  But Xander's the expert on those types of situations.  I'm hoping this will be a *normal* date, which is why I need your help."

Willow giggled at Buffy's almost Willowish babble.  When her friend talked that fast, it had to be serious.  She just hoped…

"It's with Riley.  At the Espresso Pump.  At least for a start.  We'll figure out the rest of it from there.  Assuming that no great evil chooses tonight of all nights to rise and attack.  I'm not sure what Riley would do if he saw a demon."

Probably try to capture it and stick a chip in its head, Willow thought bitterly, but kept the idea to herself.  There were so many reasons she couldn’t tell Buffy about Riley's secret identity.  But on the other hand, she didn't want her friend to get hurt.

A part of her mind automatically thought of how she could use the information about Buffy and Riley to her advantage, while her soul shamed her, and told her that this made her less of a friend.  She fought the warring emotions, trying to find a middle ground that would make her feel like less of a horrible person.

"Willow?  You still there?"

Oops, apparently she had been silent for longer than she had thought.  "Oh, yeah, I'm still here," she confirmed, trying to sound excited.  "I was just pondering the clothing issue.  Like, should you go casual, but—you know, not *too* casual.  Or maybe fancy.  But not slutty.  'Cuz it's the first date and all, and you're trying to make a good impression."

"Yeah, definitely not too casual.  But hey, exactly how slutty *is* too slutty, anyway?" Buffy asked, and Willow thought she might actually be serious.

For some reason, when girls like Buffy or Cordelia tried to look slutty, they just ended up looking hot.  But if someone like Willow tried it, she always wound up looking like a little girl playing with her mother's make-up.  Why was that, she wondered?

Then she remembered her counterpart from the other universe, the one who had also looked slutty, but in a way that had made Xander blush and Oz slightly excited, or so he had awkwardly confessed afterwards.

"Well, as far as guys are concerned, I don't know if there is such a thing as too slutty.  But for us, uhm…" Willow gave the idea some serious thought.  "Okay, it isn't too slutty, but it kinda shows off the goods, if you know what I mean.  You should wear your light blue silk blouse, the one with the buttons, you know?  And those tight black pants you have.  That way, just in case you have to kill something, at least you'll look good doing it."

"Hmmm," Buffy's considering hum came through the line, indicating that she was mentally dressing herself.  "I could wear my hair up, you know, kind of sophisticated.  And that way the outfit would look less casual, but would still be comfortable.  Willow, you're a genius!"

Willow smiled wistfully, wishing she could be there to help her friend get ready.  But although it was dark, there was no way she would be leaving the house.  The thought of going outside just made her too nervous, tightening her stomach and making her hands shake just a bit.  But Buffy was doing fine without her, she reminded herself.  And she had other things to do.

"So how about you come over tomorrow night and we can dish the date?" Buffy asked.  "I can tell you everything he said, and then we can go over all the ways I made an idiot out of myself."  She laughed self-consciously as she said the last bit, telling Willow that the blonde was more than just a little nervous about this date.

It made sense, she supposed.  Riley was a teacher's assistant, someone who was above her in the educational hierarchy.  Add to that the fact that he was not bad looking, at least to Buffy, and that would give any gal a bit of a complex.  Plus, her friend was still reeling slightly because of her break-up with Angel, and then the ill-fated fling with Parker.  So, yeah, Willow could understand why Buffy was nervous.

"Why don't you come over here tomorrow, okay?" Willow suggested, hoping to avoid the issue of why she didn't want to go to Buffy's house.  "You can bring along Xander and Anya, and even Giles, and we can have a research party."

"Eww, why would I want to do that?" Buffy asked.  "I mean, I don't mind Xander and Anya, but if Giles shows up, he'll bring all those dusty old books, and start talking about the dating rituals of the ancient Incans, and how they used to burn non-virgins at the stake, and then, I promise you, it'll start to get ugly."

Willow thought that the idea of burning non-virgins at the stake was *already* getting pretty ugly, not to mention just downright mean, so she relented.  "Okay, no research party.  But you still have to invite Giles.  It would be mean not to."

"Okay, okay, I'll invite him.  There's nothing worse than a mopey Watcher.  But once I mention the 'no shop talk' policy, I'm sure he'll bail.  I swear, I don't think the man can sleep at night until he's fondled each and every one of those books." 

At Willow's disbelieving snort, she added, "It's true.  I watched him once.  It was creepy."

Unable to hold back her laughter any longer, Willow began to giggle, joined quickly by Buffy.  As their laughter faded, Buffy said her goodbyes and hung up, leaving Willow feeling slightly wistful.

She missed those early days of a relationship, where everything was new and exciting, and the talking and exploration was more than half the fun.   That was where love came from, she thought, learning about the other person, finding their faults and virtues, and realizing that when the virtues were so strong, the faults sort of faded away.

But she and Spike had rushed over all of that and jumped straight into bed.  Not that he was interested in that whole 'getting to know her' thing.  He probably couldn't care less that she cried during Beauty and the Beast, or that she liked sprinkles on her ice cream, or that she snorted when she was laughing hard.

But all of the blame could not fall squarely on Spike's shoulders either.  She had never taken the time to get to know him, truth-be-told.  He had always been in the background of her life when she was alive; someone she noticed when he was being annoying, and quickly forgot about when he was not present. 

So what did she really know about him?  His favorite color?  Black, of course.  That was a no-brainer.  Taste in music and books?  Well she had discovered those quickly enough through sharing space with him.  But what about the other things? 

Like for instance, what did he like to do when he wasn't out killing or terrorizing?  As a matter of fact, what was he doing right now?  She sought out the bond, tugging lightly on it, trying to get a sense of how he was feeling. 

She was surprised to discover that he was slightly excited, but also feeling a casual, fuzzy happiness that didn't have one big cause, but came from several smaller ones.  He must have sensed her spying on him, because he shot her a bit of fuzzy warmth through the bond, and she smiled as her body relaxed into the feeling.

Deciding not to push her luck, she closed off the bond, sitting up and considering what she was going to do with herself for the rest of the night.

The computer beckoned, as it always did, and she decided to try a little experiment. 

"Now if *you* ran a covert government program, where would you hide the money?" she asked herself, and the empty room, considering the possibilities.  "I mean, this sort of operation doesn't come cheaply.  You've got salaries, facility costs, supplies; all that money has to come from somewhere."

A simple exercise had turned into a quest, and when Spike came home four hours later she was still hunched over her computer, shoulders starting to ache, as she hacked and fought her way into the government's many secret websites.

"I've found the classified 'secret' reports about Area 51, the true location of Jimmy Hoffa, and the recipe for Chelsea Clinton's favorite brownies, but I just can't find anything on this Initiative project.  Aarggh!!"

Spike watched with amusement as his childe rambled on, venting her anger and working the kinks out of her sore neck and shoulders.  She seemed bound and determined to find out something about the Initiative, but he wasn't quite sure what she had hoped to find. 

"They can't track you backwards with this, can they?  Figure out who it is that is pawing through their unmentionables?"  The last thing they needed was for the government to figure out that they were being investigated, especially if they could trace the problem back to a couple of harmless vampires.

"Relax, grandma," she insisted, shooting him a weary grin.  "I know what I'm doing.  Heck, I was hacking into top secret databases and websites when most of my peers were still trying to figure out how to download porn."

"Porn?  On the internet?  Are you serious?"

She spun around quickly to face him, realizing she'd been duped when she saw the sly grin on his face. 

A beep from her computer wiped a snarky comeback from her mind, and she spun back around to face the screen, a gleeful smile lighting up her face.

"I knew it!  I just knew it."  And at Spike's skeptical raised eyebrow, she insisted again, "I did!"

"I'm sure you did, pet.  But what, exactly, is 'it'?"

"It's the Initiative, Spike.  They're a government entity, and I just had to figure out where they were getting their money.  But now I've figured it out.  And," she hit a few more keys, and clicked on a link, "now I think I've found their webpage."

The sense of excitement in her voice cued him in that this was something she thought was important, but Spike was still unsure what it really meant.  "So they have a webpage.  That means they can surf for porn?"

Willow turned to him just long enough to make it clear that she was rolling her eyes in disgust at his comment.  "No," she answered, turning back to look at the computer, "it means that we've got a source of information now."

Spike stood silently, watching over her shoulder as she clicked first one link, and then another, until she came to a page that was titled 'Sunnydale, California Facility.' 

"Here we go," Willow whispered, moving over to make room for Spike as he pulled up a chair to sit next to her.


End of Chapter 31

Chapter 32

There were four links on the Initiative's main homepage:  Facility, Staff, Scope, and Technology.  Willow's mouse hovered over each of them for a moment, before clicking on the word 'Facility'.  Might as well start at the beginning, she figured.

The next page used a shot of the main street of Sunnydale as a screened background.  Black text overlaid the picture, and the two vampires read silently, their minds racing at the information before them.

"The Hellmouth located in Sunnydale, California, makes it the ideal place to begin the first phase of our project.  Not only does UC-Sunnydale give our ground troops the ability to blend successfully as college students, but also the local government seems to be sympathetic to our cause.  They have had to deal with demons and vampires for decades now, and are willing to turn a blind eye to our occasional misstep and mollify the public whenever necessary.  Their stockpile of believable cover stories seems almost limitless, which also works to our advantage.

"Our facility is state-of-the-art, and includes a high-tech detention center that can monitor and observe up to five hundred hostiles at once.  Our laboratories are complete with the newest neurological machinery, including MRI and PET scanners.  Our purpose for this equipment is to measure brain activity, specifically in the pain receptors of the brain.  For more information on this, and our long-term goals, please visit the scope page."

Willow's finger itched to bypass the other pages and skip straight to 'scope,' but her usual sense of order prevailed.  She shot a look at her sire, watching as he nodded to confirm that he had finished reading everything, and then clicked on the link for 'Staff.'

What she saw there shocked her.

"Maggie Walsh?" she whispered, feeling her world tilt sideways slightly, but righted again when Spike wrapped an arm around her shoulder.

"You know the bitch?" Spike asked, his voice low and dangerous.  He remembered the woman from his days spent as a prisoner in their facility.  Underneath her ice cold exterior had been…more ice.  He had promised himself that if he ever came across her again, he would kill her.  Maybe the pain from the chip would kill him too, or maybe it wouldn't.  Either way, it would be worth it.

"She's—she's my—was—my teacher.  My psychology professor."  Willow seemed unable to tear her eyes away from the picture of her former instructor, who also apparently moonlighted as the Head Administrator for Project Initiative.  "How could she?"

"Makes perfect sense," Spike commented, anger making his voice cold and hard.  "She's got a psychology degree; knows all about the brain, how it works, and which buttons to push to control the pain."

Willow understood all of that.  It made sense, in an evil scientist kind of way.  What bothered her specifically was how she could have been so wrong in her assessment of her teacher.

Professor Walsh had been her favorite teacher.  The woman had excelled in a field that was complex and clinical, and yet had maintained a veneer of humor and likeability.  Certainly her class had been difficult and challenging, but Willow had felt that the teacher was a bit of a kindred spirit.  They were both intelligent, driven, and at times quite single-minded.  Professor Walsh was someone she had admired, and it was hard to admit to herself that her judgment of the woman had been so far off base.

Because what she was doing to vampires showed none of the compassion and humanity Willow had expected from the professor.  Putting chips into vampires' heads and keeping them cooped up like lab rats was cruel and heartless; better to dust a vampire than leave it unable to feed or kill. 

Shaking her head to scatter her thoughts, the redhead forced her eyes back to the webpage. None of the other names or pictures rang a strong bell, but Willow was reasonably sure she had seen a couple of the other upper-management types on campus.  Whether they were teachers as well, or had just been visiting Professor Walsh, she couldn't be sure.

Her eyes widened when she read the next paragraph.

"We have taken one of the college fraternities as our own, using the frat house as a cover for, and clandestine entrance to, our underground facility.  Our troops are able to patrol the local cemeteries at night, capturing hostiles as they come across them, and incarcerating them inside our detention facility."

"Riley is a member of that fraternity.  So are Forrest, Graham, and a bunch of the other guys Riley hangs out with.  They must have been the ones that…"

"Yeah," Spike agreed softly.  He sensed her fear and confusion, and raised a hand, running it gently through her hair in a calming gesture.  "You okay?"

"No," she admitted, her voice shaking just a little.  "But I will be.  When they're all dead."

He smiled at her optimism, hoping that one day soon it would be more than just wishful thinking. 

"So what else do we have here?" he asked, hoping to distract her from thoughts less than pleasant in nature.

"Umm," she said, hesitating for a moment before clicking on the link for 'Scope.'

The next webpage was pure text, and they read eagerly, curious to see what purpose the project hoped to fulfill.

"Our goal is a simple one:  to create a ground force made up of demons and other non-human creatures, to be used offensively and defensively as needed. 

"Imagine the current state of unrest in several politically fragile countries.  We send in conventional human troops, and although progress is made, it is fleeting and comes at a high cost.  Now imagine the reaction of those on the other side if they came up against an army of Fyarl or Bezoar demons.  These demons have a propensity for violence that we hope to harness and control, using them as weapons against those who might seek to do us harm. 

"In addition, their very appearance makes them frightening enough to terrify our opposition, giving us the advantage of surprise.  And that is not something to be taken lightly. 

"Now how do we hope to accomplish this, you ask?  Well, achieving our goal isn't simple, but it is possible.  Thanks to recent advances in technology, we have been able to implant chips into the brains of these demons, rendering them unable to hurt humans without experiencing severe pain.  Once they are rendered relatively harmless, we are able to release them back into society, allowing them to live their lives until we 'call' for them. 

"When we are ready, we will send a homing signal to the chip, drawing the demons to the location we have chosen as our base.  If they consider trying to fight us, our ability to give them incredible levels of pain will certainly be a persuasive argument against it.

"To date, we have been able to implant this chip into over a thousand demons before releasing them back into the wild, so to speak, until they are needed.  Our goal is to have a potential army of over three thousand before we are ready to put them into use.

"Once they go into battle, we can disable the chip, or certain functions of it, so that they can once again harm humans without pain.  When their mission is fulfilled, we can again activate the pain circuits, placing them again under our control.

Willow stared at Spike in horror as she processed the words she had read.  They could activate that chip at any time, forcing Spike to seek them out, whether he wanted to or not.  Whether it was nighttime or not.

But why hadn't they sent out that homing signal already and brought Spike back into their clutches?  They knew he was out there loose, even if he *was* unable to bite.  But the answer came to her just before she asked the question aloud:  there must not be a way to activate just one of the chips.  If they sent the homing signal, ALL the demons would return 'home' to roost.  It was an all-or-nothing proposition, and the Initiative didn't want to risk the attention they might attract until they were ready to make their move.

Spike's face shut down completely as he began to understand the enormity of what had been done to him.  And what could still be done.  If the numbers were updated recently, then Project Initiative was only about a third of the way to their target number of three thousand.  But once they reached that number…

Willow watched her sire helplessly.  She wanted to reach out to him, to tell him that everything would be all right, but vague platitudes would only piss him off, and she knew enough about him to understand that.  

Laying her head on his shoulder, she leaned into him, trying to comfort him with her touch.  She waited silently for him to speak. 

"Fuck," he whispered softly, and then went silent again.

They sat that way for several minutes, each of them trying to think of the right thing to say.

"Now we just have an added incentive to get this done quickly," Willow said finally, relieved when Spike simply nodded. 

She was used to seeing him angry; his wild gesticulations, his piercing looks, and his loud words were things she could deal with.  But to see him so quiet, so…stunned, that frightened her just a little bit more than his anger did.

"Let's see what else this website can tell us," Willow decided, clicking quickly on the 'Technology' link.

This page was again mostly text, with links to other sites with more text.  The long hours at the computer were starting to wear on her, and all of the words began to run together.  Trying to concentrate as best she could, Willow clicked on a link labeled 'schematics.'

As the page loaded, Willow and Spike exchanged glances of surprise and optimism.  "Is this what I think it is?" he asked, hope beginning to build reluctantly in his voice.

"Floor plans, anyone?" Willow quipped, watching with relief as Spike's face suddenly took on a much more enthusiastic expression.

"Hell, yeah," he said softly, awe filling his voice.  "Pet, I think we just hit the jackpot."

Willow smiled as she clicked the 'print' button, moving quickly from one blueprint to the next.  Within minutes she had a dozen pages of color schematics spread out before her, watching as Spike cheerfully taped them together.  A larger, more complete look at the facility was coming together, although it would take some time to analyze all the information.  But it was a promising start.

Air ducts, wiring, tunnels, security, it was all marked clearly for anyone who wanted to look at it.  "Are they really this stupid?" Willow wondered aloud.

"Probably not stupid.  Just put too much stock in their 'superior technology.'  They never thought anybody would ever see this stuff.  Never figured on someone like you," he added affectionately, a fair amount of pride slipping through as well. 

"Their overconfidence will be their downfall," she murmured, staring once again at the computer screen.

"You keep looking for anything else that might help.  I'm going to give the poof a call.  Fuck that 'waiting a couple of days' thing…we've got all the information we need right here."

Willow half-listened as Spike called his sire, smiling at the enthusiasm in his voice as he told Angel of their discovery.  But soon she began to tune him out, as she went back to the very first webpage, and in a methodical manner, began to print out each and every page on the website.  Who knew what tomorrow might bring; there was every possible chance that someone might figure out that they had been compromised, and by tomorrow morning the site could disappear as if it had never existed.  Best not to take any chances.

Finding herself back on the 'Technology' page, Willow began to check out some of the links she had passed over before, again printing out the pages for later perusal.  She stopped completely, her eyes scanning the room anxiously for Spike, when she realized that the page she was on right at that very moment contained a working diagram of, and instructions for disabling, his chip.

End of Chapter 32

Chapter 33


Willow stared at the webpage in front of her, her brain racing a mile a minute.  Here it was, in black and white—and a little bit of purple and teal as well—the answer to all of Spike's problems.  The instructions for disabling his chip.

Willow listened to Spike in the other room while the blond talked to his sire in L.A.  They seemed to be arguing, and Willow took the moment to save the information on the webpage onto her hard drive.  She named it something vague…maybe 'backup.'  That seemed innocuous enough.  Then she hid that file deep within her program files, somewhere nobody would ever think to look.

Why didn't she yell for him?  Why not call him over, show him what she had found, and let him take it from there?  Willow pondered the question for a moment, but she really knew the answer already.

It was Spike.

How many times had he threatened Giles, Xander, and especially Buffy?  Too many times now—she had lost track.  But the chip kept him in line.  Kept him from killing them all.

What would happen if the chip was no longer an issue?

Willow sucked in a shaky breath, commanding her hands not to tremble, and her mind to stay on task as she finished printing out the rest of the information on the website.  She had to think this through, and she couldn't do it right now.  Not while he was so close, and the information so fresh.

Later, when he was asleep, when they lay next to each other in their bed, she would figure it out.  Figure out a way to get rid of Spike's chip, and yet keep her friends alive and well.

For now, she just had to keep him from figuring it out.  Which meant lying.  Which meant she was screwed.

Her thoughts were chaotic when Spike stalked back into the dining room, the phone still clenched tightly in his hand.  She watched as his jaw clenched and then unclenched, a testament to the anger he was undoubtedly still feeling. Apparently the conversation with Angel had not gone the way he had wanted it to.

"Find anything else?" he growled, slamming the phone back onto the receiver with a definite 'crack.'

Willow couldn't help it, she jumped at the sound.  His tone had been so angry, so primitive, coupled with the sharp sound of the phone, that she just couldn't stop herself.  She wondered what had happened between Spike and his sire to put him in such a mood.

"No, not really, just more stuff.  Lots and lots of stuff.  See, I printed it out," she grabbed the papers, thrusting them at him in an attempt to take his attention off of her obvious discomfort.  Damn her nerves.

Spike looked at her for a moment, then cocked his head to the side as he considered her behavior.  "You've been listening in again, haven't you?"  He was curious now, his anger seeming to have evaporated a bit. 

Willow cringed.  No, she hadn't been listening in; she hadn't been paying attention to their discussion at all.  But admitting to eavesdropping was easier than the alternative, so she did her best to look guilty—not terribly difficult at this point—and hung her head down, eyes staring at the floor.

Spike took the gesture at face value.  "Then you already know that Angel will be here, night after next, to have a look at what we've found.  Would rather he came by tomorrow night, but the stupid poof had some kind of world-saving thing to do."

Ah, so that explained the anger.  Spike was eager to come up with a plan, and Angel was making him wait a day.  Her sire was not long on patience, hence the angry frustration.

Breathing an internal sigh of relief, Willow couldn’t believe her luck.  She hadn't had to lie to him, not exactly.  And she had bought herself a day during which she could consider her options.

Really, it was a pretty simple decision.  Tell Spike, or don't tell Spike.  Not that complicated.  It was the consequences that she wanted to consider before she said anything.  If he did anything to Buffy…

Buffy!  Tomorrow evening—she was coming over, along with everyone else.  "Oh, about tomorrow night…"

Irritation swam in his eyes as he slid them over her. "Yeah?"

"I, um, kinda invited Buffy and the gang over for a research meeting tomorrow.  Or maybe it was a party.  I'm not sure.  But either way, they'll be here.  I just thought I'd, well, warn you." 

"Oh goody, I can't wait," he groused, his voice dripping with sarcasm.  He thought quickly of a half-dozen other places he would need to be tomorrow night.  Maybe he could just hang out upstairs and study some of that information she had printed out.  But then the lure of kitten-poker reared its charming head, and he began to wonder if little Buffy would be up for a hand or two.

Willow continued to eye him surreptitiously from her seat in front of the computer, studying his expression. 

"Fine, I'll make myself scarce," Spike agreed, trying not to feel offended at the grateful smile she offered him.  It wasn't a personal thing, he knew.  She was simply a born peacemaker, and she knew that if he was home when her friends were here, things would not be…well, peaceful. 

Willow's mind raced as she lay in bed, thoughts coming fast and furious as she tried to come up with a way out of her dilemma. 

The thing that bothered her most about it was that she had nobody to go to for advice.  She couldn't ask Buffy or any of her friends.  Even if she could explain it to them in broad enough terms that they didn't catch on to what she was asking, she knew what their answer would be.  Spike was a killer.  He had always been a killer, and as soon as the chip was out, he would be a killer again.  To them it was purely black and white.

Willow was afraid they might be right.  But she also recognized that he couldn't change who he was.  He was a vampire, and drinking blood was, to him, as normal as eating a cow was to a human.  It was just that none of her friends were cows.

What if she could make him promise not to hurt them?  Would he keep to his promise?  She trusted him—with some things.  But this thing, this was a big one.  Did she really trust him that much?  And what if she was wrong?  Was she willing to gamble her friends' lives on her intuition?  On her surety that Spike would do what he promised, even when Xander and Buffy provoked him beyond reason?

These thoughts swirled around in her head, dulling her senses, until she finally dropped off into a restless sleep.

Willow dreamed in color.  She didn't think she had before, as a human, but she did now.

She wished she didn't.  That way she wouldn't see the blood of her best friend gleaming bright crimson; wouldn't see the warmth as it faded out of his soft brown eyes, leaving them dark and empty.  And most of all, she wished she couldn't see the cold blue of the killer's eyes as he surveyed the blood-splattered room with homicidal glee, searching for his next victim.

Those sharp eyes missed nothing as they settled upon her, filling quickly with excitement and lust.

Willow stood transfixed at the sight of his blood-stained lips, contrasting so sharply with his pale flesh.  A twisted smile split his face as his eyes bored into hers, mocking, punishing, and angry.

"Once a killer, always a killer, pet," he drawled, watching with amusement as the words hit home, and she turned to flee.

She was too slow.  Always too slow.  Even though she was a vampire now, he could still easily outrun her.  He would capture her effortlessly, and she knew it, even as she threw every last ounce of energy into her desperate flight.

But no matter how far she ran, no matter which direction she went, she always came back to Spike, waiting for her, watching her with those wintry blue eyes.

"Fancy a kiss, luv?" her sire asked, tilting his head in that way he had, the one she had always found rather child-like and endearing.  Now it just made her body tremble in fear. 

Suddenly unable to move, glued to the floor of her dream world, Willow struggled futilely as he moved closer, Xander's blood dripping from his impossibly sharp fangs.  He smiled, but this time there was a cruelty to the tilt of his mouth that promised her nothing but pain and suffering at his hands.

Willow screamed again and again as he reached her, his hands grabbing her by the upper arms and shaking her firmly. 

"Willow?  Childe?  Wake up."

The words came from somewhere far away, a mere tickling of her consciousness.  Then she heard them again, louder and more solid, and realized that she was being saved from Spike…by Spike.  The irony was not lost on her, as she wrenched her eyes open, throwing her body out of sleep and into consciousness.

But this Spike was different from the monster in her nightmare.  When she looked into his eyes now, they held nothing of the ruthless killer.  Instead, she saw compassion and—was that affection? 

"Bad one, huh?" he asked carefully, releasing his hold on her arms as he noted the confusion still heavy in her eyes.

Willow simply nodded; she still did not trust herself to speak.

"S'okay," he mumbled, laying back down and turning on his side to face her.  "Wanna, well, talk about it?"

That was most certainly the last thing she wanted to do, so she shook her head solemnly.  "Thanks, but—I'm okay.  Thank you for waking me up, though."

"Any time," he agreed, adopting her serious tone.  The urge to comfort her was stronger than expected, but he knew that even if he offered more, pressed her, that she would simply push him away.  Damned stubborn, she was.  Reminded him a bit of himself.

"Go back to sleep, then," he said finally, giving her one last searching look before rolling over and following his own advice.

Willow watched him as he slept, afraid to close her eyes to images of a nightmarish future. 

Which one was the real Spike, she wondered.  Was he still the cold heartless killer of her dreams?  Or had he changed? 

Buffy, Giles, and the others, they all believed that the chip served as nothing more than an electronic leash.  That without it, he would return to being the vicious killer he always had been.

Willow was beginning to wonder if they were wrong.  Sure, Spike could be annoying, stubborn, quick to anger, and even sometimes downright unpleasant to be around.

But then there were the times when she could swear that he was different.  That maybe he cared what she thought and felt.

And then there was that night he had held her and made love to her, banishing her demons and her fears and helping her to heal.  Those weren't the actions of a soulless killer. 

Spike the irredeemable killer?  Or Spike the vampire on a path towards redemption?  Which one of them was he?  Or was he something else, some sort of in-between creature who could still go either way? 

She had to figure out the answer to that question.  Her friends' lives depended on it.


End of Chapter 33

Chapter 34

Willow's mood the next evening was anything but chipper.  Spike had been antsy all afternoon; annoying and combative and just plain *mean*, really.  The minute the sun fell below the horizon he headed for the door, tossed out a terse, "Later," and then slammed the door behind him.

Willow admitted to herself that she probably hadn't been the best company today either.  Most of the day had been spent in her own personal version of hell, her mind playing out scenario after scenario where she told Spike she could disable his chip.  They all played like a bad horror movie.  His responses varied, ranging from homicidal glee to thundering rage. 

But then she thought about not telling him, and things got even worse.  She imagined Spike, answering the call of the chip during the day, turning to dust before her eyes.  Or sometimes she would envision him fighting in a demon army in some far away land, angry and bitter and hurting, and she would know that it was all her fault. 

It was a choice, pure and simple:  the life of her sire, or the lives of her friends.  It was like a multiple-choice question, but 'all of the above' didn't seem to be one of the options.

Willow wandered into the kitchen, grabbing a mug and a packet of blood and sloshing one into the other.  Pig's blood was vile when it was cold; it was only slightly more palatable when warm, but when it was your only option, you made the best of it.

Human food was delicious, and the flavors intense, but she soon learned that it did nothing to curb the intense hunger that burned in her veins; only drinking blood could do that.

She was curious about the taste of human blood.  On some level she understood that it was not something she could take through violence, but if it was offered willingly, that would be different.  However she really couldn't see going up to Xander and asking if he would let her take a little nibble, so who knew if she would ever get a chance to taste it.

Images of Xander tore at her heart.  She saw him in her dream again, as the light of life leached from his eyes, leaving them dull and empty.  And it was Spike who had done it.  Always Spike.

Sitting on the couch, she thought about it again, her mind running in circles as it always came up with the same answer:  no matter what she chose, somebody would die.

By the time the phone rang, Willow's anxiety had worked itself into a pretzel so twisted that even Hercules would have been unable to set it to rights.

She grabbed the phone out of habit, without giving a thought to who might be on the other end of the line.

"Hello?" she asked, her voice uncertain and tremulous.

"Willow?"

It was Angel, of course.  He had an uncanny ability to sense when she was at her worst, and always seemed to choose that exact moment to call.  Not that he did it on purpose—her grandsire seemed oddly uncomfortable when dealing with others' feelings and emotions.  If there was a problem, he was more than happy to figure out the answer and work to fix it.  But dealing with the messy emotional aftermath was another matter altogether.

"Hi, Angel."  She forced the trappings of happiness into her greeting, hoping she could dissuade him from the inevitable question of—

"What's wrong, Willow?"

Drat.  Nope, not good enough.  Never good enough, she thought glumly.

"Nothing," she replied nervously.  "Nothing at all," she added, just in case he hadn't bought it the first time.

Willow had the oddest impression that he was growling at her. And then the long-suffering sigh made her realize that he was probably doing his best to keep his temper in check.  He might be a champion for the Powers that Be, but that didn't mean he was always patient.

"Tell me what's wrong.  Now," he growled, the commanding tone of voice sending shivers up her spine.  "Tell me now, or I will drive out there and beat it out of Spike."

For a moment Willow allowed herself the luxury of imagining the confusion on Spike's face as Angel attempted to beat him for something that he hadn't even done.  Although it wasn't terribly nice to Spike, Willow did get a tiny thrill out of the idea.

"No—Spike didn't do anything.  This isn't about him," she answered, thinking furiously to come up with any excuse that would appease the other vampire.

Again she heard the sigh, and then Angel's voice came to her, quietly, more sympathetically this time.  "What's the problem then, childe?  Why are you so upset?"

And yet she still couldn't tell him.  She ached to, though.  How wonderful it would be to put this burden squarely on someone else's shoulders.  Let them make all the difficult decisions.

"I can't," Willow whispered forlornly.  "I just…I can't.  You'd—" You would make me tell Spike, she thought.

Angel was right behind her on the train of thought.  "I'd tell Spike.  That's it, isn't it?  You're hiding something from him, and you're afraid he'll find out."

Silence greeted his query, but Angel knew he was right.  But what could it possibly be?  As far as he knew, she didn't go out alone, so there was no way she could find something out without Spike knowing it as well.  Unless…

"You found something else on that webpage," he stated, thinking aloud.  The sudden catch of breath that he heard on the other end of the line confirmed that he was on the right track.

He felt for her; she seemed so alone and probably wanted badly to confide in someone.  If he guessed her secret, if he was even close, she would probably tell him the whole thing.

So she was on the website, and she found out something that she was afraid to tell Spike.  When he thought about it like that, the answer seemed glaringly obvious.  It could only be one thing.  "You figured out how to disable the chip."  It was a statement, not a question, and the certainty rang in his voice.

Silence greeted his pronouncement.  It stretched on for an eternity.  At least thirty seconds passed before he heard the sound of sniffling, and a softly whispered, "Uh-huh."

"You didn't tell him."  He considered that for a moment, fighting the instinct to be angry with her.  "Why not, Willow?  You have the key to the one thing he wants most in life.  Why didn't you tell him?"

"Why do you think?" she shot back angrily, tension making her voice sound thin and brittle.  "You, more than anyone, should understand."  Her voice cracked slightly on the last word, and somehow he knew that she was crying.  "She'd kill him.  Or he'd kill her.  Either way, I would lose someone I—someone I cared about."

Angel winced at the hopelessness he heard in her voice.  She believed what she said, that much was obvious.  In her mind it was a foregone conclusion that Spike without a chip would mean a dead Buffy.  Or a dusted sire. 

"Willow," he called, his voice gentle and calming.  He received no reply, except for some soft hiccups.  He tried again.  "Childe, it doesn't have to be like that."

"Of course it does," she insisted sadly.  "She'll go after him the minute she knows he's feeding again.  Or—or, he'll go after her.  Because she hasn't been nice to him!  None of us have, not particularly.  Not that he made it easy to be nice to him, but that doesn't change things much, because we could have—"

"Willow!" Calm authority colored his tone, and her frantic voice stopped.  Relaxation and comfort flowed through her, and she realized that he was using their bond.  It felt nice, but she couldn't shake the fact that it was artificial.  It wasn't real.  He was using it to control her, and the fact bothered her.

"Yeah?"

"It will be okay.  I'll make it okay.  He won't hurt them.  I won't let him."

"But he—"

"Do you trust me, childe?" 

His voice was stern and demanding now.  It was like playing good cop/bad cop with Jeckyll and Hyde.  She never really knew what to expect from him.  One moment he was acting like her friend, the next he was doing and saying things that reminded her of the odd bond between them.

"Sometimes," she said quietly.

He sighed, wishing he could be in Sunnydale.  She needed to learn to trust him, and to trust Spike.  There were so many ways he could help her, both in understanding her sire, and in living with her demon.  But circumstances made it difficult for him to get away for more than a day at a time.  Even if he could, Angel doubted that Spike would welcome his return.  They seemed to be participating in an unspoken truce at the moment, but his childe was unpredictable.  Just how long the truce would last, and how far Spike was willing to let it go, were questions for which he didn't have an answer.

"You'll tell him tomorrow night, when I'm there.  We'll deal with it together.  Okay?"

"Okay."  The words were softly spoken, but he heard the improvement in her voice.  She was still scared, but she would trust him, just a bit.  Angel hoped he and Spike wouldn't end up letting her down.

The ding-dong of the doorbell brought Willow out of her gloomy thoughts.  A quick look at the clock confirmed that it was later than she had realized.  It was probably Buffy at the door, along with the rest of the gang, for their "research party."

"Coming!" she called out, as she rushed to the door, doing her best to leave her troubles behind her.  Tonight it was just her and her friends; no thoughts of chips or commandos or homicidal vampires allowed.

She opened the door to Buffy, who was attempting to balance two six-packs of pop on top of several boxes of pizza.  "Just how many people are going to be here tonight?" Willow asked incredulously as she grabbed the cans off of the boxes, helping her friend into the living room.

Buffy grinned at her, then rolled her eyes over to Xander, who made a beeline to the boxes, leaving Anya, whose arms were laden with grocery bags, to struggle to close the door behind her.

"Oh yeah," Willow said, giving a mock grimace, "I forgot about the incredible Hoover that is Xander Harris."

"He's quite a skilled eater," Anya agreed matter-of-factly, placing her bags on the coffee table next to the pizza.  She snagged a piece herself, then plopped down on a chair.

"He needs all the extra energy though," she continued.  "I'm sick of him complaining that he's too tired at night.  That's the only time he and I can really—"

"And that concludes the 'too much information' portion of the evening," Buffy interrupted quickly, grabbing a piece of pizza and throwing herself onto the sofa next to Willow.  Xander decided to stay on the floor next to the coffee table, since it was the closest to the pizza.

Anya had brought some key lime cheesecake for dessert, and without even touching the pizza, Willow dug into the cheesecake.  She adored the combination of sweet sugary goodness mixed with the sour lime.  It seemed odd; that combination had never appealed to her much before, but now, with her new and improved taste buds, it was like her mouth was trying to pucker and salivate at the same time, and she just loved it.

"Yummmmm," she sighed, closing her eyes and relaxing back into the couch, ignoring everything except the way that the flavors exploded on her tongue. 

"Enjoying yourself much?" Buffy teased, butting Willow's shoulder with her head, then laughing as the redhead's eyes flew open.  

Willow spied Anya, who was staring at her curiously.  "What?" she asked warily, wondering what it was that the other woman thought she saw.

"Oh, just thinking.  Trying to figure something out."  She continued to stare at Willow for a moment, watching the look of almost sexual satisfaction she received from the cheesecake as it faded from the vampire's eyes.

A slow sly smile crossed Anya's lips.  "I know what it is," she sang in her 'I've got a secret' voice. 

Buffy and Xander took turns staring, first at Anya, and then at Willow, as the latter cringed and tried to disappear into the couch.  Willow knew exactly what it was that Anya had figured out, and it was just a matter of time before the rest of them knew it as well.  Something on her face must have given away the fact that she and Spike had had sex.  Maybe Anya had used one of those ex-vengeance demon skills to figure it out?

"So?" Buffy asked curiously.  "What gives?  Ya gonna share your secret with the rest of the class?"

"Sure," Anya agreed eagerly, leaning forward and putting her elbows on her knees.  "It's just like I said would happen.  Willow and Spike are—" 

"Playing chess," Willow blurted out, squirming in her seat as all eyes turned to her.  "He's—he's teaching me how to play chess."  Okay, so she had been playing chess for years, and Spike had never played, as far as she knew.  But Anya didn't have to know that.

Anya gave Willow a puzzled look.  "No, they're not playing chess.  I mean, maybe they are.  They could be, I guess.  But mostly they're—"

"Chess—chess is good," Buffy agreed hurriedly, having figured out where Anya was going with this.  "It's like, a game.  Of skill," she nodded knowingly.  "And thinking, and lots of other stuff.  So yeah, good for the brain."  She shot Willow a look that said, 'Sorry, that's all I've got,' and then reached to the table and grabbed another slice of pizza.

Her puzzled look having evolved into a full-fledged pout, Anya stared sadly at Xander.  "How come nobody ever wants to talk about sex?" she asked dejectedly.  She did, however, get a small amount of pleasure when Xander finally realized that what they had all been talking about was not—in fact—chess, and began to choke on what would turn out to be his final piece of pizza for the night.

End of Chapter 34

Chapter 35

 "So, you and Spike, huh?" Buffy prompted quietly, dancing carefully around a subject about which she felt extremely uncomfortable.

It was just Buffy and Willow now, kicking back together in the living room.  Xander and Anya had left a few minutes ago to indulge in some 'private time,' as Xander called it.  Anya, meanwhile, rolled her eyes behind his back and mouthed the word 'orgasm' to the two women, as if they hadn't already figured out Xander's none-too-subtle euphemism.

Willow watched her friend, wondering why she was taking this particular conversational path.  They had always maintained an uneasy truce when it came to the subject of her sire, sort of their own private version of the 'don't ask, don't tell,' policy.  But tonight Buffy seemed determined to get to the bottom of this whole 'sex' thing.  Willow sensed that it was something she had wanted to talk about for some time, but Anya's awkward announcement tonight had been the catalyst that led them to this discussion.

Thanks, Anya, she thought bitterly.  I hope Xander's impotent tonight, and isn't able to give you *any* orgasms.  She giggled slightly at the thought, and then felt terribly guilty for wishing such a terrible thing on Xander.

She wished she could run and hide from all these questions, questions to which she didn't know the answers.  The person she used to be wouldn't have slept with Spike.  Some days it was easy to accept the fact that she was changing, and other days it felt like a heavy weight crushing her.  But Buffy…would her friend be able to accept the fact that Willow's life was evolving in a way that they could never have foreseen?

"Yeah, uh, me and Spike.  Well, we…yeah."  Willow sighed, annoyed at her inability to say anything more.  That was about as close as she could get to an explanation at the moment, and it was woefully inadequate.

Buffy gave her a look that spoke volumes.  She was confused and uncertain.  There was an obvious need to pick at the situation and classify it as something.  Was it something good, something bad, or did it exist in that grey area in between?

"So—was it, like, a vampire thing?"

The temptation was there to simply agree with Buffy's suggestion.  It would certainly make life easier.  Blame it on being a vampire, something that her friend would never understand, and leave it at that. 

But that wouldn't be the truth.

"It was—well, it was kind of a Willow and Spike thing," she answered at last, knowing that the answer would be insufficient.

"He didn't—I mean…you wanted to, right?  He didn't pressure you or anything?"  Buffy stumbled over the words, frustrated that she couldn't come out and ask exactly what she wanted.

"Oh no," Willow denied, an unexpected loyalty making her words feel forced and rushed.  "This was—he wouldn't, I mean, he would never do anything like that!" 

Her friend's face radiated confusion and skepticism.  How could she make Buffy understand?  "Spike is…well, he's my sire.  He wouldn't do that to me.  He just wouldn't."

If anything, Buffy looked even more uncertain.  "But, Angelus was Drusilla's sire; and look what he did to her."

Willow cringed as she realized that Buffy had a point.  "I guess Spike's just not like that.  Maybe he used to be, but…not now.  I mean, sure, he's kinda gruff and maybe he comes across sometimes as moody, but when you guys aren't around, he can be pretty wonderful.  Or an asshole.  It kind of varies."  She gave a lopsided smile at that, as if recalling a private memory.

Buffy considered the possibility of the Spike that Willow described; the asshole part she could believe, but the rest she wasn't so certain about.  Spike, cast in the role of a gruff but loveable father-figure was more than she could reasonably be expected to accept, in her opinion. 

The blonde sighed; once upon a time there would have been nothing she and Willow couldn't talk about.  Now, it felt like they were on opposite sides, separated by a yawning chasm.  Willow's status as a vampire came with so much subtext that Buffy was afraid she would never understand it all no matter how hard she tried.  Was Willow's life simply littered with things she would never comprehend unless she was in the same situation?

"This is hard," Buffy admitted, giving yet another sigh, accompanied by an uncertain smile.  "I feel like you live this whole other life, and I'll never quite get it."

Willow nodded, smiling when Buffy rested her head on Willow's shoulder.  The casual physical contact was welcome; it warmed Willow physically and emotionally, and reminded her of the simple fact that good friends would persevere, no matter how weird things got.

"I know.  It's just, everything is so different.  I mean, there's a lot of things that I expected would be different.  Like the fast reflexes and the extra-wonderful senses, and the disgusting taste that is pig's blood."  Buffy lifted her head off of Willow's shoulder to show the redhead her 'ick-face,' then set it back down again. 

"I guess we just need to remember that lots of stuff is the same, huh?" Buffy asked, hoping that they would always be willing to make the effort for each other.  Willow was the only true 'girl' friend she had found since becoming a Slayer, and despite their differences, she didn't want to lose that closeness.

"If you can, then yeah, that would be cool," Willow agreed. 

"So you and Spike," Buffy said again, lifting her head from Willow's shoulder and bringing the conversation back to where it had started.  "What does it mean, exactly?  Are you, like, a couple now?"

Willow's eyes grew wide and she shook her head emphatically.  "No way!  Definitely not.  This was just a one-time thing."

"That bad, huh?" Buffy teased lightly.  She had always wondered about Spike, even back in the days when he was constantly trying to kill them.  He had often exuded that cocky, 'I am evil, therefore I am sexy,' vibe.  A part of her that she kept hidden, the bit that sometimes longed for death and an ending to her life as a slayer, had wondered if the vampire was as good of a lover as his persona seemed to suggest.

The redhead smiled at Buffy, a mysterious smile that spoke of needs satisfied and itches scratched, and Buffy decided that Spike probably *was* as good as he liked to think he was.

"Okay, that smile tells me all I need to know," she answered, slightly embarrassed, as if she had been given a glimpse into something she should not have seen.  "Well, maybe except why you're not going to do it again.  Not," she added hastily, "that I'm questioning your decision."

"I'm…I'm not sure," Willow admitted.  "I mean, I guess because it has to do with the fact that it's more than just sex.  It's about being a vampire, and him being my sire, and acknowledging all of those things, which I'm not really ready to do."

Her eyes took on a far-away look, as if she was trying to explain a completely new emotion without the words to do it properly.  "It's like, if I admit that he's my sire, then there are—expectations.  Emotional ones, especially.  Like I kinda belong to him on a physical and emotional level.  And I can't quite get past that whole 'owning' thing.  I mean, I was raised to be independent.  Sheila Rosenberg's daughter had the strength and intelligence to be whomever she wanted to be.  But as a vampire, none of that matters.  I'm just Spike's childe.  All that other stuff means nothing at all.  To other vampires, I mean."

Buffy considered that for a moment.  She could understand why Willow felt the way she did—ownership of a woman by a man was a concept that seemed outrageous to her, although she knew that not so many decades past it would have been commonplace.  "So, what does Spike think of all this?  Is he upset that you, well, won't let him…own you?"

Willow's eyes clouded with uncertainty.  "I'm not sure; that's the problem.  Well, one of the problems, I guess.  Sometimes he can be all, 'do as I say-ey,' you know? But then I find out later that he usually has a good reason.  But compared to how other vampires are, like how Angelus was especially, he's—well, he's pretty cool."

"That's because he knows that if he steps out of line, we'll kick his ass," Buffy reminded her.  "That chip, it keeps him under control."

But what if he didn't have the chip?  And suddenly Willow's mind was back to where it spent most of its time these days, back to the place where Spike lived without a chip, and killed them all.  Or didn't.  But which way would he go?

"Well, I'd better get going," Buffy said, getting up and pulling a pair of fluffy pink gloves out of her pants pocket.  There was a crisp snap in the air, and the blonde had used that as an excuse to take Riley glove shopping.  Mittens would have been her preference—they were cuter—but it was pretty hard to grab a stake when you were wearing mittens. 

"Okay.  I'll see ya in a couple of days?  I still have to hear the rest about your Riley date-age."

Buffy's eyes grew wide and excited as she remembered her date.  "That's right!  We never quite got to that, did we?  Well, what are you doing tomorrow night?"

Eep!  Tomorrow night was their big strategy session with Angel.  Something that Buffy *definitely* could not know about.  "Um, actually Spike wants me to go out with him tomorrow.  We're doing…vampire things.  You know, like fighting, and stalking, and…stuff.  But no killing!  Just stalking."

Buffy laughed at her friend's hurried description.  "Don't worry, Willow.  I know you'd never hurt a fly."  She gave the redhead a quick hug as she opened the front door.  "I trust you."

The casually spoken words of faith sent a bolt of guilt through Willow.  Buffy trusted her.  Suddenly all the things she was keeping from her best friend welled up inside her and clamored to be let loose.

But she smashed them down relentlessly, knowing that if she told Buffy the truth about everything that was going on in her life, her friend would be hurt, not to mention confused and conflicted.  It was for the best, for all of them. 

Willow just wondered if Buffy would see it that way, when she finally came face-to-face with the truth.

Spike stayed out most of the night, finally slipping in the front door just before the sky lightened with the approaching dawn.  The house was quiet, so he crept up the stairs, shedding his clothes haphazardly like leather and cloth breadcrumbs as he made his way to the bedroom.

His childe lay curled peacefully in their bed, apparently free of whatever nightmares had plagued her the previous evening.  He was glad to see that; she had seemed moody and distracted yesterday, and he wondered if the dreams were responsible for that.  Standing over her, he traced the edge of her cheekbone gently with one finger, watching as she shifted slightly in her sleep. 

She had never been this peaceful in life; there had always been a drive, a need to accomplish, to do something, to be…more.  Whether it was what she wanted, or what someone else wanted, she had always been striving for something.  Even during the rare times when she had fallen asleep during research sessions, so completely exhausted that she couldn't hold her head up any longer, she had still seemed so driven.  But now, tonight, she appeared oddly at peace.  The realization comforted him, although he couldn't guess why that might be.

Her eyes opened suddenly, and she caught him, his finger still resting lightly on her cheek.  Sleepy eyes blinked once, twice, and then she murmured, "Angel called; he'll be by tomorrow as planned."  Her words were slurred by sleep, and her eyes drifted shut almost as soon as she finished delivering her message.

"G'night, pet," Spike sighed, walking around to his side of the bed and slipping quickly between the covers.  He smiled slightly when she rolled towards him, her body coming to rest next to his. 


End of Chapter 35

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