DISCLAIMER: The characters and surrounding universe are the property of Joss Whedon, 20th Century Fox, Warner Brothers Network, Mutant Enemy, Sandollar and Kuzui Productions. This story is not meant to infringe on those copyrights, and I can only hope they never decide to sue my sorry backside (and what a waste of effort that would be). This story is intended for an adult audience and features romantic depictions of women in romantic relationships (with each other). If you are underage, find this offensive, or it is illegal where you leave, please leave now.

This is a sequel of sorts, so you might want to read Spin, Spinning, Spun Out... if you haven't already.

Comments Welcome at pinkrabbit@excite.com


Part 2

Angel silently listened to Buffy's description of the situation, instinctively sensing that there were things she wasn't telling him. He considered pressing for more answers, only to decide against it when he saw the look in her eyes. She was truly broken up and pressuring her now wouldn't help anything. They all had more than enough stress to deal with, what with graduation coming up all to quickly, but the Slayer had borne the lion's share of the load. Now to have her best friend and confidante in danger once again was obviously ripping her up emotionally. His eyes narrowed as he glanced out the broad double doors that led into his home, a closed up mansion on the edge of Sunnydale, noting the faint hint of amber that was just barely beginning to touch the sky. "There's nothing I can do tonight," he said softly. "But as soon as it's dark again..." he let the sentence trail off as Buffy nodded.

"Any ideas for places I can check during daylight?" she asked crisply, visibly struggling not to let her own fears show.

Angel considered the question for a long moment, while Buffy bounced on her heels, anxious to be moving, doing something. They'd already wasted too much time. God only knew what Spike, Drusilla, and their buddy, the neighborhood incubus might be doing to Willow.

"There are a couple of empty buildings in the industrial district. I'd try those first. They'll need someplace that has a lot of room for the incubus. They're not going to want to be too close to him if they can help it."

Buffy nodded. "Yeah...the smell..."

"Vampires are no fonder of it than humans," Angel confirmed. "Buffy," he began again after a beat, his hooded gaze tracking her as she paced to let off steam. "Are you okay?" The question was obvious on the surface, but it held a wealth of different meanings all tied up in the simple words.

"Fine, great, wonderful," the Slayer snapped impatiently. "Some freaking demon has my best..." Buffy verbally stumbled, then caught herself. "...my best friend...and I let it happen."

"Alone...against Spike, Drusilla, and an incubus," Angel reminded her gently. "You're lucky you weren't killed."

"Yeah, I can just feel the luck pulsing through me this week," the Slayer snarled, then turned to leave, her step dragging. "Look, if you don't have any other suggestions, I should be going," she threw back over her shoulder.

Angel stood watching her with a slight frown as though he was seeing something he'd never seen before. "You might also check that abandoned warehouse we cleaned out last week. It might do for what they want."

When it appeared he had no other suggestions, Buffy gestured toward the door. "I should be going now," she said again.

"Buffy," Angel's voice caught her before she could leave and she turned back. "You're under a lot of stress right now. Don't get careless."

She nodded sharply. "Don't worry, I won't. Willow's counting on me," she added, then hurried out the door.

Her former lover stood lost in thought for several long minutes, his brow creased, his eyes giving away nothing of his thoughts. After a long moment, he turned toward the back room where a stack of city plans lay waiting. Obtained by Willow in order to help in their campaign against the mayor, they might well offer some clue to saving the young woman. He had things to do, vampires to track, the only help he could offer during the lonely daylight hours.

* * * * * *

Nothing. Buffy Summers resisted the urge to scream as she explored the darkest, most hidden reaches of Sunnydale. In ten short hours, she'd killed out two nests of sleeping vampires, but found nothing of her missing friend. And the clock was ticking down. She glanced at her watch. Only a couple more hours until nightfall. God, if anything happened to Willow--no, she couldn't go there. It was too horrible to contemplate. She had to pray and keep hunting. As she passed a payphone, she took a moment to call in, her voice clipped as she explained the situation to Giles, offering little insight into her worried thoughts.

"Buffy." Her Watcher sounded as bad as she felt. "You shouldn't be doing this alone."

She laughed softly in response, wondering if the irony would occur to Giles. In the beginning his lectures had been quite the opposite. "Don't worry, I'm being careful. Have you found out anything?"

The long, silent pause was all the answer she needed. "I'm going to check a couple more places, then stop by Angel's and see if he has any more ideas. I'll let you know when you can help."

He was still saying her name, preparatory to a gentle lecture, when she hung up.

* * * * * *

Willow was surprised to find that the demon, or Melvin as she had come to think of him was actually decent company. He was a fair chess player and curious about her and her hobbies. They had discussed everything from the wilds of the internet to Buffy and the art of vampire slaying. Oddly, though he was technically a fellow demon, the incubus seemed to feel that offing vampires wasn't such a bad thing. In fact, if it weren't for the vision problems and the knowledge that he apparently intended to have his way with her and turn her into a succubus, she might have been having fun. She reached up, massaging the back of her neck. Well, maybe fun was overstating it. She was getting a vicious headache, probably from the way her vision went haywire every time she chanced to look at her demonic suitor. She was also borderline to passing out from sheer exhaustion; of course twenty-four hours without a wink of sleep will do that to a body. The smell probably wasn't helping any either, though her nose had long since gone dead from the overstimulation. She leaned her head on her hand as she waited for Melvinathoraxisthulixis to make his move. Make his move, now there was an ironic turn of phrase. Willow let out a hollow, desperate laugh as it struck her that she was playing chess all of the way to her doom. A blobby red hand froze over the chess pieces just within range of her downturned eyes, then slowly drew back.

"You okay, kid?" the demon's voice echoed off the walls, but the tone was gentle, worried, and oddly soothing, none of which she really wanted. She wondered if it would have been easier if she could hate him. She had tried a trick or two over the course of the day, but as far as she could tell the demon hadn't even noticed her efforts to use magic against him. Pencils and the like might be effective against a vampire, but when it came to the scaly hide of the incubus, anything that small was less than useless. Meanwhile, she could feel her body responding to his strange gentleness in ways she couldn't even begin to understand.

Which meant that she was more or less screwed, literally and figuratively. Willow waved a limp hand. "I don't want this," she breathed.

Melvin was instantly contrite. "Hey, we don't have to play chess. I think I have a backgammon game somewhere--"

"I don't mean the chess," Willow cut him off in a ragged voice as she snapped to her feet to glare at him full force for the first time in hours. "I mean...this." She gestured at their dingy surroundings. "You ... me ... this ...." She sat down heavily, suddenly aware of the way her heart was hammering in her chest, literally pounding against her ribcage with the effort required to keep pumping blood through her body. "I don't want it." She squinted, wondering if she was imagining the way his features seemed to swim into partial focus for a brief moment. God, he really was ugly, but his expression was sympathetic enough that she barely controlled the impulse to fall into his arms and sob her heart out.

His soft sigh rattled the single lightbulb hanging overhead. "I know," he admitted sadly. Whatever he was using as a chair creaked and rattled as he rose and turned away from her. "And believe it or not, kid, if it was my choice, nothing would happen--"

"Then don't do it," Willow pleaded. "Don't do what Spike wants...just don't..."

He turned back. "It doesn't work that way...for one thing, if I don't, you'll die...."

Willow choked on a gasp, fighting back the terror. "No--" And yet she could feel the weakness in her body, the sense that nothing was quite the way it had been only a few hours before.

"Yes. It's already starting...your body's changing--"

Willow shook her head, not wanting to believe, even though she knew it was true. "No...you're lying."

He shook his head, putting an end to her hopes with gentle insistence. "And for another thing, once it's time, I won't be able to stop...call it survival of the species...instinct...whatever..."

In the hours since her kidnapping, it had all seemed painfully unreal. At first she'd expected rescue to come at any moment, and then as she wiled away the hours with her oddly courtly kidnapper, she'd become convinced at some level that it simply wouldn't happen. "Why?!" she demanded on an angry sob.

The beast retook his seat. "Because all creatures have a drive to reproduce...because once the ceremony starts, neither of us will be in control."

"Reproduce?" Willow questioned, massaging her temple as it struck her how hot she was feeling.

"Humans have an urge to reproduce their genetic code, to unite egg and sperm, vampires sire new vampires, and incubi produce succubi, while succubi produce incubi. Every species has an inborn need to continue itself."

The hacker folded her arms around herself, feeling very small and helpless in the face of everything. "But I'm not a species...I'm Willow."

A long moment of silence followed and then a booming sigh. "I can't help you, Willow...even if I'd like to," Melvin apologized a little sadly. "But I can tell you this much, there's a way out of it. There's always a way out. You just have to find it...."

"Then tell me how," Willow begged as she closed her eyes, conscious of the pain throbbing through her body. There was something different, achingly so, and her body was responding in unfamiliar ways to the sound of his voice, the sense of his body near. "No," she choked, trying to force the changes back through sheer force of will.

"No," Melvinathoraxisthulixis chided gently. "You can't fight it that way." He was silent for a long moment, leaving her to wonder if it was time already, but he simply waited until she had regained some small measure of her composure and asked, "You got a boyfriend?"

Willow blinked, failing to understand why that was of any importance. "Oz." she exhaled heavily. "His name's Oz?"

"He love you?"

"I don't know...I guess...look, I don't understand what--"

"Do you love him?" Melvin cut her off, his voice firmer than it had been before, brooking no refusal to answer on her part.

The hacker shrugged. "Yes, no, maybe, I don't know." Once upon a time she would have answered that question much more decisively, but after the way she'd been thinking about Buffy lately, and particularly after the way her friend's revelations outside the Witches' Brew had made her feel, she was far less certain now. She waved a hand loosely in a gesture meant to dismiss the subject. "It's complicated."

"So there's someone else?" The words were half statement, half question, pushing her to think about things she was in no hurry to think about.

Willow massaged her temple tiredly, trying to focus past the pain in her chest that seemed to be radiating throughout her body now. "Kind of...it's hard to explain..." She tucked a stray lock of crimson hair behind her ear. "I just don't know," she exhaled in a very small voice.

"Yes, you do," the demon's voice echoed the one inside her own head.

She shook her head weakly. "No...it's not that easy...."

"True love never is...but it's the only thing that can save you, Willow. It's like all those old fairy tales. Only true love can save the lady fair."

Willow buried her face in her hands, her situation and the weakness throbbing in her limbs momentarily leaving her feeling completely hopeless. "I'm no lady fair," she sighed. If true love's kiss was all that could save her, and she was in love with Buffy, but Buffy was still in love with Angel--and Willow was under no illusions, her friend might have feelings for her, they might even be a little romantic, but she was undoubtedly still hopelessly in love with Angel--her true love--then she, Willow, was extraordinarily screwed. She started a brief moment later when huge fingers touched her hair with amazing gentleness. She was once again aware of how hard her heart was pounding in her chest as she twisted to look at Melvin, gasping in the struggle to draw air into her lungs. Crimson features swam into view--seeming less fractured and uneven than she expected--and she thought she caught a glimpse of a surprisingly sweet smile.

"Not true," he disagreed. "Believe me, I know fair ladies--it's my profession, you might say--and you're one of the fairest of them all...."

Willow stared at him in confusion, struggling to connect the dots and understand what he was trying to tell her. The world spun around her, tipping violently on its axis and nearly sending her to the floor. Strong hands caught her, and she felt an unaccustomed shiver of awareness as she was lifted and carried back to the mattress in the corner.

"Now, sleep for awhile." A gentle hand smoothed her hair. "You'll need your strength later...whatever happens...."

* * * * * *

Angel was bent over the latest page in what seemed like a truckload of plans he'd analyzed. A sheet of jotted handwritten notes lay on one corner of the table, mute testimony to the hours he'd put in hunting for an answer as to where Spike and Drusilla had taken Willow. Unfortunately, while he had plenty of options, he hadn't found a way to narrow them down and there were too many to cover in the amount of time they had left.

"Now, honey, if more vampires looked like you, they wouldn't have to be nearly so rude when they bite people." The voice was honey smooth and washed over him like a spring rain, sending a frisson of sexual awareness down the vampire's spine as he spun, braced for combat.

Then gagged as he got a whiff of her breath. He didn't need to breath, and for the first time he considered that a major advantage over humanity, though even his eyes watered under the force of the smell as the seven foot tall, crimson-fleshed, and even more crimson-haired, Peg-Bundy-wannabe entered his home.

She leaned against the doorjamb and struck a deliberately sensual pose as she eyed him hungrily. "Maybe you'd like to practice your technique on me."

"Not really, no," he admitted with something akin to panic. Normally, he was the calmest of souls--already being dead will do that for a person--but faced with a sexual come-on from the creature in front of him, even Angel wasn't above running for cover.

Her lips O'ing in a disgusted pout, the succubus straightened. "Well, you're no fun," she complained, then her lips drew into a sensual smile. "Though I bet with a few centuries of effort, I could train you right."

Angel tamped down a shudder of revulsion at the idea and straightened his shoulders to politely demand, "Are you here for a reason?" He had to assume that she was the same succubus who had spoken to Buffy. It wasn't like they were exactly common, even in Sunnydale. All things considered, that was a good thing. There wasn't enough air freshener in the world to deal with the problem if a herd of them entered the town.

The succubus blinked in surprise, used to more of a response one way or the other from the male of the species, even when it was the male of the vampires species. Still pouting, she puffed out her considerable chest as she faced him. "I hear you're looking for a certain redheaded tart, last seen with one Melvinathoraxisthulixis?"

"Willow," Angel confirmed, his voice low. "We're looking for her. Do you know where she is?" He studied the succubus carefully, hoping for some insight into her actions, afraid it might be nothing more than a trap.

"Do I know where she is?" the creature repeated the question in her honeyed drawl as she slowly paced the confines of the large room.

Angel wasn't ready for the fact that as she paced behind him a meaty hand flashed out with inhuman speed and goosed him. The vampire jumped several feet, landing with his dignity less than entirely intact. The succubus laughed, the sound booming off of stone walls.

"Possibly," she allowed as she faced Angel's outraged look with a sultry grin. "Wanna try and coax it out of me?"

"How about I simply bash your head in instead?" Buffy demanded from where she stood in the open doorway, her blue eyes flashing with the fires of rage, a glittery edged ax from Angel's personal collection gripped tightly in one hand. Her hair and clothes were dirty and torn, her skin grimy and darkened by more than a few bruises. She had not had a good day by any measure and now she'd arrived just in time to see her sometimes boyfriend being sexually harassed by yet another demon hellbent on complicating her life. 

The succubus spun, eyeing the Slayer with a look that bordered on disdain. "Oh, it's you again," she exhaled. "Why don't you move along, little girl. This is a game for adults."

Well past any ability to calmly discuss the situation, Buffy was on her in a second, tackling into the taller form and slamming her into the wall at her back so hard she left a demon shaped dent in the stones. The sharpened blade of the axe was pressed against the demoness' massive throat before she even had a chance to blink.

"Now," Buffy ground out. "Where are they holding Willow?"

The succubus twisted in an effort to throw the Slayer off, but Buffy wasn't in a reasonable mood and pressed the blade into her throat with supernatural strength until a single bead of golden blood trailed onto the edge. "I know a stake can't kill you, but I'm betting decapitation will do some damage," she snarled.

"Buffy," Angel said softly as he moved to kneel next to them. "I'm not sure she's our enemy.

"What he said," the succubus confirmed the vampire's statement, her voice a hollow version of itself.

The Slayer eased the pressure on her throat ever so slightly. "Talk," she commanded through clenched teeth.

The creature beneath let out a nervous giggle that was choked off as Buffy retightened her hold.

"I said, Talk,'" the Slayer reminded her. "Preferably about where your boyfriend is keeping Willow."

"He is not my boyfriend," the succubus insisted with outraged fury. "That would be completely against all of the rules of the guild...I just...I mean...okay, so we may have practiced a few techniques on each other, but that doesn't mean that we've done anything against the rules--"

"I don't care!" Buffy bellowed and shook the creature in her grip, while Angel's eyes narrowed with sudden comprehension. He didn't know much about succubi or incubi, but he had enough experience with demons to know there were rules to the games they played. Rules, which, if broken, brought down a hefty punishment on the betraying demon's head. "Where does he have Willow!?!"

Angel caught his ex-lover's shoulder in a firm grip, staying her rage for a moment. "Buffy, don't you see, she's jealous of Willow. She doesn't want this to happen any more than we do."

"You liar!" the succubus snarled. "You rotting pustule on the ass of shit-eating, first-level, hecubus-worshipping, holy-water-drinking, dust demon."

The insult took even Buffy aback for sheer bizarreness.

"She's in love with him," Angel added with a knowing smile, then added a laugh that sounded more like his evil counterpart Angelus. "That's very much against the rules in hell...isn't it, my dear? Wouldn't want your boss to find out I'll bet."

The demoness was sweating now, bright golden beads that trailed over her skin, her golden eyes bright with fear. "It's not true," she insisted. "We wouldn't...I mean couldn't..." She tried to cover her fear with poorly played swaggering overconfidence. "We're the sex demons of the underworld, Melvin and I...why we--"

"Don't lie," Buffy snarled, cutting off the words with a sharp bit of pressure on the axe blade as she picked up on Angel's discovery. "Are you in...love...with this demon, Melvinathoraxisthulixis? And I suggest you answer honestly."

The succubus gulped and nodded slowly. "Maybe a little," she allowed, then flashed a nervous gaze around the room as though expecting a burst of hellfire to devour her in an instant. "I mean, we knew it was against the rules, but, well, you've seen Melvin. How's a girl supposed to resist that?" she wailed plaintively.

Buffy sat back on her heels and turned a dumbfounded look Angel's direction, silently pleading for some advice about what to do next.

Beneath her, the succubus' wail turned to a hiccuppy sob. "But now, he's got that redhead and once he's turned her, I'll never be able to compete...men always go for a younger woman...and demons are no different..." Fat gold tears slipped out onto her cheeks, while Buffy found herself in the curious position of feeling like she should offer her sympathies. "He'll probably never even look at me again." Angel offered the succubus a handkerchief and she dabbed at her tears, then blew her nose into it. "I just don't know what I'll do...I mean, my life hasn't been the same since I met Melvin. I don't even do housecalls anymore." She blew her nose again, then started to offer the hankie back to Angel. He politely refused.

"Please, keep it."

"You're a good boy," the succubus praised and dabbed at more tears. "But look at me, I can't even fake desire for another demon for very long anymore, much less a human. If Melvin dumps me, I just don't know what I'll do."

"Then help us," Buffy broke in. "If we can free Willow, then you won't lose...Melvin."

The succubus sniffled loudly. "Help humans? I don't know," she fretted. "I thought maybe if I gave you the clues, you'd get it on your own, but...if the big guy ever found out I'd helped you," she shook her head worriedly. "It would make falling in," her voice dropped to a secretive whisper, "love...seem inconsequential by comparison--"

"Isn't Melvinathoraxisthulixis worth the risk?" Buffy challenged. "Or was this just some minor flirtation? Totally meaningless when you get down to it?"

"No, it's not," the succubus insisted, then tried to backtrack. "It's just that...well...I mean ... humans ... working ... mortal ... humans ... it's so ..." she trailed off shaking her head.

"It's that or lose him," Buffy challenged.

"All right," the succubus agreed at last. "I'll...I'll do it."

"So, where are they?" Buffy demanded.

"Could you...um...get offa me?" the succubus requested politely, then carefully eased the blade away from her throat with the tip of a well-manicured black fingernail.

Buffy eyed the creature with a raised brow. "All right, but if you try to run..." she left off exactly what she'd do, but her tone made it clear it wouldn't be pleasant. The Slayer bounded to her feet and stepped back a pace as she continued to watch her prisoner with an eagle eye.

"They're at the abandoned Yugo dealership in the automall at the edge of town if you must know," the succubus explained as she climbed to her feet and dusted off her ensemble. "I'm Stelladvoratrellundar--Stella to my friends--by the way," she introduced herself with a jaunty smile. Apparently, succubi and incubi were both blessed with the sorts of personalities that didn't stay down for long. "Anyway, they were apparently expecting more sales than they got and it's got some kind of underground garage that's just perfect for my Melvin." A breathy sigh punctuated the comment.

Buffy couldn't withhold a smirk. "Spike in a closed Yugo dealership. How appropriate." And then she was all business once again. Outside, the sun hadn't quite set. It would be at least another 20 or 30 minutes before Angel could move safely, but apparently, the succubus wasn't so encumbered since she'd gotten to the mansion in the first place. Buffy grabbed her arm. "Come on, you're going to take me there."

"Buffy," Angel exhaled, intending to argue.

Buffy cut him off in a hard voice. "I need you to get back to the library and get Giles...we'll need him."

* * * * * *

Willow was burning up, her breath coming in tortured pants, her skin flushed with fever. "I don't want this," she groaned, shivers of pain and awareness rattling through her delicate frame.

A massive hand gently stroked sweat damp hair back from her brow.

"Tender tasty pretty," Drusilla's mad sing-song echoed through the room and the demon bounded to massive feet, sending plaster down on her head. She batted angrily at it. "Bad, bad incubus," she chastised, sounding for all the world like a society matron with a particularly recalcitrant Pekingese.

His head tipped to one side, gold eyebrows lifting in open confusion. "You are one crazy chick," he exhaled, the fumes from his breath enough to wilt even Drusilla's dead flower bouquet.

She tittered happily and glided toward him, her game face in place. "Hungry for pretties," she exhaled, her sharp incisors glinting in the pale light cast by the single bulb that illuminated the room. Her eyes fell on the semi-conscious figure of the young hacker stretched out on the cot. "Very hungry."

"But...like...if you eat the chickie, it's gonna be mighty hard for me to do a horizontal boogeloo, babe. ...'know what I mean?" The incubus tried to redirect her attention, but Drusilla's mind--such as it was--was on other pursuits. He surreptitiously glanced toward the door, trying to discover whether she was alone, or if Spike was hiding somewhere in the shadows.

"I haven't eaten all day," the vampire giggled.

"Hey, you don't want the staff, go for it."

Drusilla pulled up short, her expression momentarily blank. "The staff?"

"The staff of Eldrad...walk in the sunlight...power beyond measure and all that," he reminded her.

Drusilla brightened, her mad gaze unblinking as she smiled in remembrance. "I always loved the sun...I used to dance and pick flowers in the spring." Then she began dancing, her skirts sweeping about her in the discarded storage room. "And we'd waltz at the Spring dance, round and round and round' we'd go...beautifully dressed ladies and gentlemen....flowers...and the bright beautiful sun in the sky overhead."

Gleaming gold eyebrows lifted in polite disbelief as she calmly waltzed right out of the place, leaving the doors to his makeshift cell wide open. "Now, that is one batty broad," Melvin exhaled with a slow shake of his heavy horns. "On the other hand, never look a gift demon in the maw." Turning back, he glanced at the slender figure twisting on the small cot, then swung her up without thought. He was just starting back toward the open doors when he heard the mad titters of Drusilla's laughter and they slammed shut. The demon leapt at them, hammering with a huge fist, but they were solid steel, and she managed to slide the bolt just in time. He heard the sound of the chains being replaced and hammered again, but it was no use. Growling under his breath so loudly even he was annoyed by the amount of dust the noise brought down on his head, he twisted and sank down into a sitting position, his tiny charge draped across his lap.

Willow stirred weakly. "Wha' happened?" she groaned, leaning heavily against his chest.

"Nothing you need to worry about," he mumbled, then groaned as she shifted on his lap, looking up at him blearily.

"I'm starting to like the fuzzies," Willow exhaled and reached up to touch his face. "Cute fuzzies," she breathed, surprised to find that her chest no longer hurt. In fact her body was starting to feel surprisingly light, like it never had in the past. And her kidnapper wasn't at all what one would expect in a demon. As her vision fought to clear itself, she found herself enjoying what little she could make out of his features. "You know, you're not so bad now that I think about it."

"Damn," Melvin groaned low in his throat as delicate fingers traced a cord in his throat. "Not yet," he ground out. She shifted again and the demon whimpered, then snapped to his feet, sending his small burden crashing to the ground. "Sorry kid," he apologized instantly. "But we've still got a little time and--"

"Don't worry about it," Willow drawled and pushed to her knees. "In fact I kind of liked it--"

The demon cursed in an ancient language and leapt straight into the air, his horns leaving a considerable dent in the ceiling before he landed several feet away. "Now, kid..." He wagged a meaty crimson finger in a naughty-naughty gesture. "You don't want this, remember?"

Willow shrugged as she pushed to her feet. Yes, she was feeling much better now...and it was all his doing. "Mmm, silly me...I meant to say I do want it." At some level, she knew what she was feeling wasn't real and wasn't right, but she couldn't seem to stop herself.

Melvin swallowed hard, gleaming gold eyes running over the young woman's frame, noting the curves that invited man or demon to touch and caress. He slapped himself hard. "Nononono...you are not going to touch her...there's still time left...and if you touch that, you are single for all eternity..."

Full lips like sunkissed strawberries drew into a sensual smile. "Lots of time," Willow agreed, striding toward him, her gait reminiscent of the most experienced of strippers. Gypsy Rose Lee had nothing on this girl.

"Oh Hell," Melvin muttered, unable to take his eyes from the sight of the young woman striding toward him. He'd never been meant for fidelity. Hell, he'd been created for exactly the opposite purpose. A tiny whimper escaped from his lips. This whole relationship thing was proving harder than he'd ever expected. He couldn't help but wonder how humans did it. "No, no," he chastised himself. "Augustus, Tiberius, Caligula, Claudius, Nero, Galba, Otho, Vitellius, Vespasian, Titus, Domitian, Nerva, Trajan, Hadrian..." he rattled off until he felt the fierce arousal recede slightly. "...ahhh, that's better," he sighed and stuck out an arm, intercepting Willow and keeping her at arms' length as he pushed her back toward the cot.

"Oh, good," Willow enthused. "Are you sure you wouldn't prefer right here...I like floors..." she added, looking back up at him through shining eyes.

Melvin offered a weak smile as he shoved her down onto the mattress. "Believe me, honey, it'll be much better on the cot...just stay right there, while I go over...there..." He backed away careful not to touch her again as he hooked a thumb toward the opposite side of the room.

"But, I don't see--"

"Trust me, kiddo. This will really make it all so much better."

Willow's lips rounded in disappointment. "If you say so." She stretched out on the narrow mattress, unconsciously--or maybe consciously--letting him get a good look at supple curves.

"Antonius Pius, Marcus Aurelius, Lucius Aurelius Verus, Commodus, Pertinax, Didus Julian, Septimius Severus...."God, her precious Slayer had better come soon, because he only had a few hundred years of Roman Emperors left.

* * * * * *

"I don't see why you should be the one to sneak in," Stelladvoratrellundar complained.

The Slayer barely spared her a glance as she continued watching the dilapidated building a short distance away. No sign of any vampish guards, but all of the local wildflowers were wilting and dying. Either Melvin had been in the area, killing off the plant life with the B.O. from hell, or somebody'd been spraying with DDT. "Because," she explained impatiently, "somebody needs to sneak in and something needs to make distracting noises. All things considered, I'm more the sneaking type, and you...." She ran her eyes over Stella's ample curves. "You are definitely more the distracting type."

Stella plumped her hair and bosom at the same time by some trick of physics the Slayer didn't completely understand. "Why, thank you, honey."

"Anytime," Buffy demurred, then started to creep toward the abandoned Yugo dealership, only to have rock hard hand on wrist bring her up short.

"Remember, don't hurt Melvin," the succubus hissed, "or the deal's off."

Buffy twisted her wrist free, grateful that the succubus apparently didn't have her boyfriend's brute strength. She couldn't afford to tell the whole truth, namely that she would cheerfully sacrifice her precious Melvin if that's what it took to save Willow. "Look, according to you, he's as much a prisoner as Willow...and my plan is to free anyone who wants to be freed, okay?" she grabbed the double-bladed axe she'd gotten at Angel's and straightened. "Now, remember what I told you to tell Angel and the others."

Stella nodded. "Sheez, I'm not stupid, don't worry, I'll remember."

"Good," Buffy muttered. "Just give me a couple of minutes to get close."

Stella watched as the Slayer disappeared into the darkness. "Now, was that wait until they hear from her, or just go ahead and do the necessary ceremony?" She shook her head. "Oh well, they'll figure it out."

* * * * * *

Much to Angel's surprise, Giles insisted on leaving Oz and Xander behind. Both boys had protested, but the librarian had been firm. Oz and Xander were not needed and they would not be coming along. In fact he had even tried to make Angel stay behind until the vampire made it clear that he would either go with Giles or on his own, but he would be going. The librarian had given in, but he hadn't been happy about it.

Riding in Giles' car in uncomfortable silence, the vampire stared at the carved jaw of Buffy's Watcher. Something much more than mere fear was affecting him. He knew the other man wasn't overly fond of him--and really, he couldn't blame him. The demon that lived inside his skin had murdered this man's lover and tortured him. Hardly minor offenses. Still, for the love of Buffy and the necessity of working together to destroy the myriad of creatures that threatened the safety of the world, they had both struggled to come to some kind of peace with each other. Sensing something very wrong going on, he'd tried asking what was going on in any number of different ways, but Giles had simply ignored his efforts.

Hence, the vampire was surprised when Giles looked over as he pulled to a halt at a stop light and spoke just loudly enough to be heard above the sound his car engine. "You've heard of the Millennial Prophecies of the Watcher's Council?" he said by way of question.

Angel frowned, surprised by the question and not understanding its relevance to the situation. "Rumors," he admitted. "Most vampires hear them sooner or later. I've never put much stock in them though."

Giles' head swung back around so he was staring out the front windshield and when he spoke, his tone was grim. "There are prophecies and the council does believe in them." Long, tapered fingers tapped randomly on the steering wheel. "They live by them," he hissed as much to himself as Angel.

"Giles, I don't understand," the vampire exhaled uncertainly. "What's going on?"

The Watcher stripped off his eyeglasses and massaged the bridge of his nose tiredly. "The prophecies speak of a Slayer who will one day topple the council...there are signs...portents...."

"Okay, and that has what to do with Willow's kidnapping, how?" Angel liked Willow. She was a good kid and a true friend to the Slayer. He knew how much Buffy needed her and was determined to help bring her home. He'd hurt so many people in his life, including Willow; it was the least he could do to try and set things right.

"Because," Giles began hesitantly, visibly not wanting to continue. "I learned something tonight--in the course of researching this case--something I cannot allow the council to discover...a sign if you will...that Buffy might be the very Slayer they so fear."

"Okay," Angel exhaled uncertainly. "I'm still not sure I understand what that has to do with this situation."

Giles shook his head. "Directly...nothing...indirectly...a great deal."

"You're not making a lot of sense here, Giles," Angel said worriedly. He remembered the tension he'd seen in Buffy, the sense that there were secrets she was keeping. Now Giles was doing the same thing, and he could feel the fear building. In his two hundred plus years, he'd learned that fear was never a good sign.

Giles massaged his temple. "You know about the festival?" Giles questioned. "The need for a virgin sacrifice to an incubus to retrieve the staff?"

Angel nodded. "I've heard about it," he allowed. "I figured that's why Willow." He shrugged, masculine knowledge radiating through his attitude. He'd been around a lot of women in the course of his life and death. Seducing the innocent had been his personal specialty; the demon inside had found the most pleasure in the art of corruption. He knew all of the signs.

"Well...yes..." Giles muttered. "Only one small problem, according to Buffy she might not be--"

"Wouldn't Xander or Oz be more likely to know?"

"Not in this case," Giles exhaled. He took a deep breath and turned to focus on the other man. "Apparently Buffy and Willow have done a bit of experimenting...the case for virginity is somewhat in question."

It took a moment for exactly what Giles was telling him to sink in. Angel blinked, his face an expressionless mask. "I see." He'd seen too much in his life to be entirely surprised. It hurt certainly, but he'd always known Buffy would move on, and in some ways it was easier to think of her with Willow than some strange man. Willow had already carved out her own niche in the Slayer's heart. She wouldn't have to take his. "I didn't know," he added needlessly, though his hands fisted at his sides as he struggled with the hurt. There was no time for his emotional foibles under the circumstances.

"And if the council finds out, they won't ask questions, they won't debate, they'll simply kill them...both." Giles' tone was flat with an underlying sense of horror that sent goosebumps down Angel's spine. The light turned green and the small car surged forward.

"You can't be serious," the vampire hissed at last. "She's their damn Slayer."

Giles glanced over. "Very serious...I've been a little worried about this--not Buffy and Willow, but Faith...before she joined the mayor--and I've done the research. I'd heard rumors for years, but didn't pay much attention. After what I've discovered, I've reason to believe they've already killed two Slayers to make certain the prophecy doesn't come true."

A muscle worked in Angel's jaw, his expression twisting with distaste. That was the sort of thing he expected from his own kind, not those supposedly charged with protecting the world. "What do we do?" he questioned grimly.

"We protect them...from themselves if necessary."

* * * * * *

Buffy heard the huge crash and saw Spike and Drusilla go running to see what the sound was. She slipped into their none too tasteful abode the moment they were past her, and dropped down, landing lightly. She still carried the axe she'd borrowed from Angel's weapons stash, and Mr. Pointy was tucked into his familiar inner jacket pocket. The first basement had a wide open area apparently meant as a secondary storage area as well as various smaller rooms that looked to have been offices and smaller supply storage rooms. She bypassed those without a second glance, trusting the twitch in her nose that her prey wasn't in them. She hurried on, following a narrow corridor that seemed slightly smellier than the rest. She'd often said she could sniff out a demon, but for the first time it was literally true.

She found a door marked stairway, and had to bite back on vicious cough as she opened it. "This has got to be the place," she muttered, then grabbed a kerchief from her jacket pocket, tying it around her face in an effort to block out the worst of the fumes. It was like trying to ride out a tidal wave in a rubber raft, but it at least blunted the worst of the stench enough to let her move down into the near darkness without coughing with every step.

The only illumination on the narrow stairwell was a single bulb trapped in an industrial cage. There were other lights as she moved downward, but they'd all been broken out. Endless amounts of graffiti decorated the walls in mute testimony to the way it had been used for awhile after being abandoned. She couldn't help but wonder if the kids who'd apparently made this their personal clubhouse for a time had survived the experience or if they'd succumbed to the vampires who'd followed.

Oddly enough, as she moved lower, the smell seemed to thin, as though it was some kind of gas that tended to float. She'd gone down three floors when the staircase finally ended in a narrow corridor, while the smell worsened once again. Obviously Melvinathoraxisthulixis was in the vicinity. Buffy hefted her axe a little higher, readying to use it if need be as she entered the corridor.

Somewhere in the darkness, something howled as if pain, and the Slayer tightened her grip on the weapon. The corridor widened out after only a few yards and she found herself facing a broad set of double doors that had been deadbolted, chained, and blockaded. The smell was mind-numbing.

"Looks like the place," she muttered.

Another roar echoed in the distance, though it seemed farther down another darkened corridor, and the Slayer momentarily debated her next course of action. She had just over an hour left before the party was due to begin, which was cutting it way too close for her comfort. Another roar and she started a step down the alternate corridor.

And then she heard a scream. High pitched, horrified, and coming from behind the chained doors, it was still in full throttle when the Slayer pitched herself at the doors, hurling aside a desk that had been used as a blockade, then throwing the deadbolt. The chains were locked with a padlock, so she simply raised the heavy, double-bladed ax over her head and brought it down with every last ounce of her strength.

It sliced through the chains with a grinding of sparks and she batted them out of the way just as another scream--more a squeal this time--and a series of ground-rattling thuds shook the world. "I'm going to enjoy killing you," she snarled as she kicked the doors wide. "I'm here, Will," she called out, braced and ready for combat, the axe gripped in both hands for maximum leverage.

"Oh, thank Hells you've come." The words were more or less the ones she expected to hear, but the voice was all wrong. Deep and throbbing, like a sonic boom, it washed over her, then trailed off into another high-pitched squeal.

The Slayer stood gape-mouthed as she realized that the demon she'd come to kill was lying on the floor curled up into a ...well, not a tiny ball, but a ball, his hands protectively over the more intimate parts of his body, while her best friend appeared to be tickling him.

It was, to say the least, not at all what she expected to find.

"For Demon's sake, get her offa me," the incubus begged as he twisted, trying to escape the delicate fingers teasing his flesh.

Buffy tore the impromptu face mask down as she shouted, "Will!" She started forward, only to pull up short as Willow slow rose and pivoted to face her, her green eyes almost seeming to burn in the faint light. Willow had always had an inch or two on Buffy height-wise, but suddenly, she had more like six or eight, while her hair seemed to flare like a living flame, and her skin had an odd opal glow even in the dirty amber light cast by the single bulb. The Slayer's voice was little more than a thin exhalation as she whispered, "Will?"

"Hello, Buffy," Willow drawled, her eyes running over her friend in a way that made the Slayer very aware of the things they'd done together that one night. She felt her body shudder with remembered arousal as her pulse picked up. This was just way too weird, leaving her uncertain how to react. She backed up a half step, unable to look away as Willow started toward her, her hips swaying in a way that just invited a lover's touch.

The demon Melvinathoraxisthulixis lay on the floor, his shoulders heaving. "Hate being tickled," he mumbled weakly. "Absolutely no fair tickling. What's a demon s'posed to do against tickling?"

Buffy fell back another step, her eyes widening as she stared at this new rendition of her best friend. "Will, stay back," she panted, backing away until her shoulderblades hit a nearby wall. "I don't want to hurt you," she rasped.

Willow's smile broadened ever so slightly and she kept coming. "Of course you don't," she agreed. Her smile spread into a wicked expression. "At least not in a bad way."

Buffy swallowed hard, trying to think of a way to make Willow stop coming that didn't involve the ax. She was still considering the problem when Willow batted the weapon aside, knocking it out of her hands to send it skittering across the uneven cement floor and leaving Buffy's fingers numb from the force behind the almost playful blow.

"Dear God, Will--" Buffy gasped, and tried to push her friend back only to have her wrists caught by impossibly strong fingers. "Don't," she groaned, writhing as Willow pressed her hands into the wall over her head. She remembered the strength of the creature she'd faced before. He'd taken her down with painful ease and now Willow was doing the same thing. She had to force down a sob as she realized that she was too late. Her friend was already a demon. A rage borne kick glanced off of rounded hips.

"Lotsa good hurting to be done though," Willow added, using her body to press Buffy harder against the wall, her nearness making the Slayer's head swim with a dozen kinds of awareness that had nothing with the stark raving terror and anger she should be feeling. It was just so tempting to lose herself in her friend's beauty, release herself to the demons, and stop fighting. She watched with wide eyes as Willow canted her head. Somewhere in the distance something roared out its hate, but Buffy Summers no longer cared.

Crimson lips dipped closer and Buffy's eyes slid closed. Fine. At least they'd be together.

The thud was heavy, just the exact timbre of a meaty fist finding a thick skull, and then Buffy was free. Her eyes snapped open while her friend was still toppling to the floor. Her chin lifted until her eyes met a sparked golden gaze set in uneven and truly hideous features. She blinked in surprise as she realized that her savior almost certainly had to be the demon. Dear God, Willow. Her gaze dropped to her fallen friend and she fell to one knee beside, automatically reaching for her throat, needing to know if she was even still alive.

"Don't worry," the demon's booming voice assaulted her ears. "That little tap didn't hurt her. I'm Melvinathoraxisthulixis. You must be Buffy...the vampire Slayer."

Buffy ignored the friendly greeting. Silky hair spread across her fingers as she found the pulse in Willow's throat. She didn't know whether it was a good sign or a bad one that it was pounding an uneven rhumba beat. "Okay?" the Slayer croaked, wanting to scream, but barely able to force any air past the constriction in her throat. "She's a goddamned demon now!"

"Naw," the creature disagreed and crouched down to face her. "She's close...changing...but not there yet...it's not midnight, so no ceremony...yet."

As Buffy watched in confusion, he closed his eyes, inhaling deeply. "Stell...Demons, I love that perfume..." the demon whispered, then his burnished gold eyes snapped open again. "You've seen her. I can smell her perfume on your clothes."

Buffy wouldn't have defined any of the smells associated with Stella as perfume, but didn't argue.

"We gotta get outa here," he insisted in a voice now riddled with hope and started to reach for Willow.

Buffy thrust his hand aside before he could make contact. "Don't you touch her."

The demon sat back on his heels. "Look, kid, we gotta get outa here...otherwise fangboy gets his fondest dream...and my girlfriend never speaks to me again."

Buffy just stared for a moment as she concluded that as demons went, she preferred vampires to incubi. At least with vampires, she knew where she stood. She was still trying to decide how to answer when another of the roars she'd heard outside the storage room echoed off the walls. Slayer and incubus both snapped to their feet, staring toward the double doors into the huge room.

Another roar, closer this time.

Demon and Slayer looked at each other.

"I don't suppose he's with you?" Melvin said hopefully.

Dark blond brows lifted, then Buffy swung wide eyes toward the open door and swallowed hard. "I was just about to ask you the same thing." She swung her head back around. "You said Willow's not a demon yet?" she demanded raggedly.

"No," he confirmed.

"Then it's reversible?"

Melvin shrugged a broad shoulder. "Under the right circumstances."

Another roar rattled the ceiling overhead. Whatever the hell was out there, it was not in a good mood.

Meanwhile, Melvin appeared to be at least reasonably harmless. Buffy made a fast decision then ducked down and reached for Willow's arm to drag her up over one shoulder in a fireman's carry. "We'll talk about it outside," she clipped, then grunted as she bore all of her friend's weight. She tensed when Melvin retrieved her ax, but he only handed it back to her with a distasteful expression.

"Sorry, I really don't do weapons." His manner was almost prissy, which would have been damn funny under different circumstances. After all, it's not often one runs into a nine foot tall, ram-horned, crimson demon, that handles an ax in a nervous two fingered grip.

Buffy took the weapon with a grunt. "Let's go." She led the way, staggering slightly under Willow's increased weight.

They exited the storage room and makeshift prison together, Buffy only slightly in front, and were heading toward the stairs to the ground floor when the roar overtook them, so loud and violent that it nearly shook Buffy off her feet. She felt a hard hand steady her elbow as she spun, and was nearly knocked down a second time, this time by the smell that accompanied the roar. Buffy gagged, violently. It had never occurred to her that any odor in the entire universe could make the smell of Melvin's breath seem sweet by comparison, but there it was. She blinked at the tears suddenly filling her eyes, forcing the world back into reasonable focus.

And then wished she hadn't.

Because sweet smelling wasn't the only thing the newcomer made Melvin seem by comparison. He also made him appear downright handsome, well groomed, and the sort of guy a girl would want to bring home to meet her mother. At least two feet taller than Melvin, with black crystalline skin that appeared to glitter as it moved, flaring a spectrum of colors across its bulky, muscle bound chest. The thing's proportions were all wrong, the arms too long, the hands oversized, and the legs blunted and overly thick. A face to inspire nightmares was topped by gnarled intertwined horns that resembled some kind of elk exposed to far too much radiation. Like Melvin, it was naked. Unlike Melvin, Buffy didn't recognize most of the parts she saw.

"You've been a very bad boy, Melvinathoraxisthulixis," the thing said, the uneven gobbering lips barely moving in synch with the booming, raspy words.

"Oh, this is bad," the incubus exhaled and backed up a step, bumping into Buffy, who nearly went sprawling. "Now would be a good time to run," he added needlessly.

Buffy wholeheartedly agreed with that sentiment and pivoted neatly, quite ready to lunge up the stairs out of the building. It was a good plan, with only one drawback.

When Buffy leaned forward and peered up through the center shaft, she could just glimpse Spike and Drusilla on the landing a mere two flights up. "Problem," she snarled at Melvin. "Fangboy and loony tunes are on their way. Can you take them out?"

Melvin shook his head. "They summoned me. I can't raise a hand to them...."

And Buffy wasn't up to fighting both of them in close quarters. After twenty four hours of steady stress and more than a little combat, she was in no condition for any more fighting than was absolutely necessary.

"You won't be raising a hand to anything when I'm done with you," the black demon roared and burst forward.

A locked door centered one side of the landing and Melvin hit it with his closed fist, tearing the hollow core door off its hinges and shredding the flimsy lock in one move. "Go!" he snarled and shoved Buffy through first, then followed hard on her heels.

"YOU CAN'T ESCAPE ME, MELVINATHORAXISTHULIXIS!!!" the black demon roared, his footsteps rocking the world around them.

Melvin spun back, hammering a huge fist into the ceiling and bringing cement and plaster down in his wake, while Buffy continued fleeing down the darkened corridor. She hit a door and pulled up short, then backed up a half step and delivered an adrenaline powered kick that nearly tore it off its hinges. The incubus wasn't the only one who could do a bit of damage. "Come on!" she called back as she hurried through.

Melvin bounded through a pace behind her and shoved the remains of the door closed, quickly knocking half the corridor in to keep it that way. "Go, go," he hissed and pushed Buffy forward, clamping a hand on her shoulder and pressing her deeper into the darkness.

"You can see in the dark, can't you?" she hissed as they made several neat turns under his guidance.

"I'm a demon. We're created in darkness...we live, breathe, sleep and die in darkness...so...yeah...I can see in the dark," her companion confirmed as he suddenly stepped past her. She heard the sound of soft taps on a hollow surface.

"Ah, this is too good," Melvin decided out loud, then explained to her, "The wall's hollow...there's something back there...or more correctly, there's nothing back there."

"What the hell was that thing...the tall black guy with the horns, I mean?" Buffy panted and adjusted the limp burden hanging on her shoulder to relieve the strain. Whatever other changes were obviously afoot, transforming into a demon was more than doubling her friend's weight.

"Enforcer Demon," Melvin clipped and then hammered the wall, tearing out a fair chunk of cement in one blow. "I've broken a few rules lately." Another blow and more cement crumbled. Almost enough for a human to get through the resulting hole. "And it's his job to do something about it."

Buffy shook her head, so tired his words were threatening to jumble together. "What does a demon like you have to do to get into trouble?" she snorted.

A long moment of total silence passed. "Fall in love," he answered at last.

Buffy was surprised by the sincerity of the emotion. "Stella mentioned something about that," she admitted. She tightened her hold on the young woman slung over her shoulder, suddenly remembering what this was all about in the quiet moment. She activated the light on her watch, flinching as she saw the time. Just over a half an hour to go. "It's almost time...You've got to release Willow now," she whispered, her voice taking on a pleading note.

He tore out another slab of cement as he answered, "I can't."

Buffy felt her stomach muscles clench with impending nausea. "You said it's reversible," she accused. "That you'd release her."

"I said it's reversible," the incubus confirmed. "Not that I can release her...." He heaved another hunk aside.

Exhausted, battered, scared, and pushed to the limit, Buffy carefully settled her unconscious friend back on the floor and tested the weight of the ax. "Release her," she growled, her tone threat personified. She heard the heavy sounds of footsteps as Melvin turned. "Or you'll be going straight back to hell one way or the other."

A long moment of silence followed, then his deep voice rattled the walls at a sibilant whisper-pitch. "This isn't helping the situation."

"Maybe not, but you should understand that if my friends don't hear from me before midnight, they'll do what they have to do to send your sex-crazed ass right back to hell," Buffy snarled, hating the idea with all her heart, but knowing that Giles would do what was necessary to save the world. She swallowed back the threat of tears at the idea, but knew that it was what even Willow would choose if she could.

The demon frowned, staring at her with an odd look, then suddenly his head canted to one side as he studied her expression, reading it with an unerring skill developed over several thousand years of seducing humans. "Demons...you're not sure if she's a virgin," he said in a burst of insight. "Which means your friends will assume she isn't...." He shook his massive head. "It'll kill her."

"Maybe," Buffy allowed, "and maybe not...there seems to be some question about that...but if it does, she'll die with her soul intact." It was a bluff, at least Buffy prayed it was. She wasn't sure if any of them, herself included, could go through with the threat if it came down to it.

"I suspect she'd rather not die at all," the demon growled unhappily.

"But I know her, she'd rather die than exist as a demon," Buffy snarled, thrusting her chin forward pugnaciously. "Now, if you care so much, tell me how to free her!" The Slayer didn't know the blow was coming until it caught her alongside the head. She went skidding across the floor, and didn't stop until she the opposite wall.

"I like the kid," the demon growled, genuine anger threading through his deep voice. "And I love Stella, so you can believe I do not want this to happen...but, there are fricking rules even for demons! Got it Slayer?!" Plaster dust rained down on them, coating them all in a thick layer of white powder. After being summoned, locked up, tempted, tickled, and now chased by an Enforcer Demon, Melvinathoraxisthulixis had officially had it. He punched a huge finger into Buffy's chest as she climbed to her feet, nearly knocking her right back on her backside. "And one of those rules is that I can't tell you the damn rules for undoing an incubi's spell!"

"Rules?!" Buffy bellowed right back at him, though at a considerably lesser volume. "You don't want to do your 'demonly duty,' you've even fallen in love! There's an Enforcer Demon who wants to rip off your head and shove it down your throat! And now you're worrying about the rules!? How much worse can it get?!"

Melvin drew breath to give her a scathing answer.

And paused.

"Actually, you have a point," he admitted after a long beat, doing another one of the emotional about-faces that Buffy was beginning to believe were just par for the course for this particular brand of demon. "I mean, it hadn't really occurred to me," he murmured, sounding embarrassed. "But, it's not like it would make things any worse--"

"Whatever," Buffy's harsh voice sliced through his comments. "Now," she demanded desperately, "how do I release her?"

A short moment of silence followed the question, and then he answered seriously. "True love's kiss...like the old fairy tales...she mentioned some guy named Oz...anyway, I've always wondered if that's why--"

"Quiet!" Buffy snarled, then her voice turned desperate. "Oh God, how'm I supposed to get her to Oz in time?"

"Dig," Melvin suggested as he went back to clearing a tunnel into the passageway on the other side of the corridor. "It looks like this opens into some kind of natural passageway. This whole area's riddled with limestone caves, so there's a good shot it leads to the surface."

Buffy stood helplessly, barely aware of her surroundings, hurting so badly she couldn't think straight. She was going to fail. She was going to lose Willow. And worst of all, she was going to lose her because she couldn't get to her true love--Oz--in time to have the spell broken by true love's kiss. Buffy felt nauseous. She could hear the heavy thuds of Melvin clearing the way into the cave, and turned blindly toward the sound, wishing her magic Slayer powers included the ability to see in the dark. She hadn't gone a step when a heavy hand landed on her shoulder from behind. "Melvin, I..." and then it occurred to her that the incubus was still heaving concrete aside--in front of her. The Slayer pivoted on one foot, eyes lifting in the total darkness, breath catching in her throat as she realized she suddenly could see something and it took her breath away.

Glowing green eyes looked down at her, the faint light reflecting off flaming red hair and opalescent flesh. "Hello, Buffy," Willow drawled and full lips drew into a wicked smile.

The Slayer stood frozen in place, unable to even force the air from her lungs as a long-fingered hand lifted to her hair, slipping into the pale blond strands. "Will?" she managed to gasp at last. She knew she should run, fight, do something, but she was caught in the trap of those eyes. Her body was already reacting, vividly responding the sensual promise of the demon-to-be's touch, while her brain had gone into non-functional mode, swamped with a debilitating combination of love and desire driven by Willow's ever-growing demonic pheremones.

A soft, husky laugh greeted her name. "Such a beautiful Slayer...my beautiful Slayer..." the succubus-to-be whispered, and suddenly Buffy found herself borne backwards by hard muscled hands. Her shoulders hit a wall, pressed there by ripe curves that were somehow completely familiar and unfamiliar at the same time, her feet completely off the ground as powerful hands molded to her hips. In an instant those sensual lips found her own, propelled by their sensual momentum. Where her movements were fast and powerful, the demon-to-be-Willow's kiss was amazingly soft, full of a slow burn kind of eroticism that made Buffy's blood boil and threaten to turn to nothing but steam. She whimpered softly into Willow's mouth, intensely aware of the feverish need that suddenly flared through every nerve ending. Unable to resist the powerful temptation, Buffy's lips parted, instinctively inviting Willow to deepen the kiss as her hips met a sharp grinding thrust with equal passion. The Slayer lifted an arm, wrapping it tightly around a muscular neck and shoulders, lost in the need to pull her even closer as she slid her free hand over full curves, then up over Willow's face, brailing her altered features. It was still Willow, but somehow different, and then her fingers encountered the delicate beginnings of horns and she explored them with a gossamer touch, glorying in the answering groan from her inhuman lover. Suddenly, her head rocked back on her shoulders, a dull scream welling up from her throat. She heard Willow's answering cry as her head slammed into the wall so hard she saw stars--or maybe it was the orgasm ripping through her system.

Or maybe it was something else entirely, because for a moment, the world gleamed brilliantly white, illuminating every inch of the narrow corridor in sunlight before falling dark again.

Buffy's feet hit the ground, skidding in dust and grit and knocking her into the body pressed against her own. If not for the wall at her back, she would have collapsed entirely. Willow fell heavily into her, and the Slayer could only hold on. If they were going to become demons, at least they would be together.

"Buffy?" It was Willow's voice, but uncertain and smaller now as it vibrated near her shoulder. "Wha...wha's go'n on?"

"Will," the Slayer breathed as the details began sinking in to her fogged brain. It was Willow, her Willow. The one that was only a little above her own height, with a sweet voice, and soft curves, and no glow-in-the-dark parts.

"Y'know, this sort of thing never happened in the middle ages," Melvin's wry, booming voice broke into the Slayer's dazed thoughts. "People were much more predictable then," he complained. "The men were men, the women were chattel and the goats...well, mostly they were nervous, since they were chattel too...it wasn't easy being chattel in those days."

Buffy ignored him, instead running her fingers through silky hair, relieved to find that Willow's features had softened to their normal dimensions and her forehead bore no trace of horns. Buffy's knees buckled then, and she slid down until she was sitting on the floor, Willow cradled in her arms.

"I don' feel so good," the hacker moaned weakly against Buffy's shoulder, while the Slayer tenderly petted silky hair.

"That makes two of us," Buffy rasped. The last 24 hours had been a helluva a ride.

"Funny," Melvin broke in. "I'd think you two would be feeling mighty fine...spell's broken by the way," he added needlessly. "And in style...that's the first time I've ever seen it happen quite that...dramatically...actually, that's the first time I've seen it at all. This whole bein' in love thing seems to have altered my ambitions. Once upon a time, I'd have had two for the price of one." Uneven lips lifted in a wry smile as he focused on Buffy. "So, is this why you weren't sure about...uh...things?"

The Slayer shrugged in the dark, trying not to envision the merrily leering expression doubtless twisting the creature's uneven features. "Well, you can understand why it might make the...situation...a bit more...well...uncertain...I mean it's not quite so...definitive."

There was a brief pause and then the incubus commented, "Well, I've always heard that--"

"Oh, Buffy...what happened?" Willow groaned, interrupting before he could get any farther. Dazed and confused about what had happened, she didn't understand any of the conversation she was hearing.

"A little bit of trouble," Buffy said without elaborating, as she turned her attention back to her friend. Pointedly ignoring the demon's running commentary, she ran gentle fingers over Willow's curves, reassuring herself that they were indeed back to their normal dimensions. "You're okay," she whispered thankfully, finally content that Willow was indeed Willow.

"Of course 'm okay," Willow mumbled.

"Think you're okay enough to get up?" the Slayer questioned as she slipped an arm around her friend's waist. "I'll help."

The hacker nodded. "Think so," she breathed.

Muscles pulling taut with the effort required, Buffy and somehow managed to find the strength to push to her feet, pulling Willow along with her, though after all she'd been through, even the Slayer was unsteady. "So was that really..." she didn't finish the sentence, but the question was obvious.

"True Love's Kiss...I'd think that would be obvious, Slayer," the demon chuckled. "Though I'll admit, I didn't realize it also meant True Love's Orgasm."

"True Love's..." Buffy exhaled as though struck and tightened her hold on Willow's slender frame as his meaning sank in. Not Oz. Willow's true love wasn't Oz. It was her. Buffy didn't know whether to shout for joy or find a hole and hide in it out of sheer terror. This wasn't just late night experimentation anymore. This was more responsibility than she was feeling ready for. Being in love with a vampire who could take care of himself and was already on the darker side of life was one thing. Her all too human best friend was quite another.

"Buffy," Willow questioned uncertainly as she lifted her head from the support of the Slayer's shoulder, "am I dreaming, or was I kissing you? Because I think I did, but then again, I'm not sure...cos...somehow...it's like I was a lot taller and bigger...than I really am...and I don't get that..." She shook her head as though that might help resettle her scrambled grey matter.

"Just hold on...we'll get out of here." And maybe then figure out what was going on.

"I DON'T THINK SO!!!" A deep voice boomed off the walls, and bits of concrete powdered down on their heads. "MELVINATHORAXISTHULIXIS!!!" The Enforcer demon stood at the end of the corridor, its fractured black flesh glowing faintly even in the absolute darkness of the corridor.

Buffy's mouth went dry and she hauled Willow's arm across her shoulder, supporting most of her weight. "Run!!" Melvin ordered as he grabbed her arm and shoved both of them through the hole he'd made in the wall. A moment later, he followed behind them. The hole had been more than big enough for the two girls, but not the demon and his horns ripped through solid concrete as he muscled his way into the caverns. "Keep moving," he ordered the girls as the demon behind them crashed through the narrow corridor.

Even larger than Melvin, the Enforcer demon could barely moved through the hallway and its broad shoulders and misshapen horns tore chunks from concrete and plaster. "MELVINATHORAXISTHULIXIS!!!" the creature roared furiously. "YOU WON'T ESCAPE ME!!!! I'LL TEAR OFF YOUR HEAD AND SHOVE IT DOWN YOUR THROAT!!!"

"A charming bunch, those Enforcer demons," the incubus grunted as he twisted to get through a section of the tunnel that both Willow and Buffy had passed through with room to spare.

"Yeah, I can tell," Buffy panted as she blindly felt ahead of herself, to follow the corridor, hoping the floor wouldn't drop out from under her feet. "What do we do if we hit a dead end?" she questioned worriedly.

Profanities rocked the walls behind them, as deep booming thuds rattled the earth.

"Then the end won't be the only thing that's dead," Melvin panted.

"I was afraid you'd say that," Buffy admitted.

* * * * * * *

Continue to Part 3 (the conclusion)

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