The basement of the Summer’s home was silent except for annoying buzz of flies locked in on a meal. The resident of this dank hole in the ground had until recently acted like a human being and was safe to be around, or so this unfortunate victim thought.

Buffy had heard a struggle in the basement and decided to check out if spike was okay. She didn't know why, but her feelings for Spike had turned from tolerable to out of control. 'It must be the soul' Buffy tried to convince herself silently. She took a deep breath and walked through the already open door.

'That's weird, Spike would never leave without telling me' Buffy thought to herself.

As she descended the creaky stairs she heard a faint buzzing and caught her breath at the thick smell of death in the air. Desperately Buffy's eyes adjusted to the near pitch black room, then she saw it. On the floor lay a body! Buffy scrambled down the stairs to see who it was, praying that this person wasn't dead and that spike hadn't been taken over by the first again.

"Oh my god, Kennedy!"

Spike felt as if he was waking up after a long rest, but something wasn't right. He couldn't smell the scent of vanilla Buffy always wore, or hear the usually constant movement of feet above him.

Something definitely wasn't right and his vision was coming back to him only to reveal that he was running at top speed down Sunnydale main street!

“Bloody Hell!” 'Stop you bloody sodden feet!' Spike bluntly cursed to himself. Suddenly he heard laughter coming out of his own mouth! The laughter got louder and higher pitched until it finally said:

"You thought you could escape your fate? I own you William, you should be grateful; after all I did give you eternal life! Now, you are going to help me take other lives, well, your body is anyway. Wouldn't want your soul getting in my way, would I? The clincher is you get the pleasure of watching your precious slayer die, after I tie up some loose ends.”

‘'Loose ends? What loose ends? What the hell are you going to do?' Spike demanded. He now regretted not leaving Sunnydale when he had the chance earlier.

"You'll see." The first whispered.

** Buffy stumbled up the stairs to the crowded main floor. She was close to tears, still clinging to strands of hope that Spike had not done this. Trying to convince herself that it was in one way or another, a work of the First.

Buffy took a deep breath as she reached the living room. Most of the Scoobies and the remaining potentials were relaxing, some were watching the movie Signs. She just stood at the entrance until some of the group noticed her. She was pale and splotchy, Andrew thought she was a vampire and jumped behind the sofa.

"Kennedy’s dead. " Buffy said between gasps of air. A silence entered the room, some potentials were crying, while Xander, Dawn, and Anya remained with shocked looks on their faces.

“Who’s gonna share their popcorn?" Willow asked as she entered the room. She was met with blotchy red faces and sad eyes. Buffy walked up to her and held her shoulders gently.

"Willow, I'm so sorry." Buffy stalled. "Kennedy's dead." A sudden burst of electricity filled the room.

“No!" Uber-Willow screamed. Buffy stumbled away when she realized Willow's eyes were now pitch black. Giles ran forwards to stop her from whatever evil deed she now had in mind, but was blasted back with magical energy. Throwing open the door, she raced down the sidewalk and onto the street.

"Good evening, Spike. What brings you to my apartment, and why isn't Buffy with you?" The not quite trusting watcher inquired.

“It's about the first” the First explained, trying to get an invitation into Giles' place.

“Oh my, yes, come in Spike, what is it?" Giles asked, forgetting about the absence of Buffy.

A couple of years ago he wouldn't have let Spike anywhere near his apartment willingly, but throughout the years a kind of trust had formed between the two British men. The trapped Spike prayed that the first wouldn't kill the watcher, but knew that it was likely.

'Run you numbskull!' Spike tried to say but no words came out. Instead he heard himself say "the First is back, and it is in one of the scoobies." As the monotone voice came out, Giles noticed that there was something different about the vampire.

Spike's usual smirk and colorful comments were absent from his voice.

“Who?" the Watcher asked, worried that something had happened to Buffy. Handcuffs shot out from behind Spike's back and were snapped on Giles' hands before he could react.

“Me." The shackled Watcher stared in fear as a slow grin spread across Spike's face.

"Oh my god, willow!" Xander stared at the open door.

“I'll get her!" Buffy yelled as she ran out the door. The street was deserted, or was it? Buffy ran to the center of the road and looked down as far as she could see.

"There she is!" Buffy exclaimed to nobody but herself. Within a matter of seconds, she caught up with the now crying Witch and was glad to see that her friend's eyes were back to normal. Standing in front of her grieving best friend, she grabbed her in a strong hug.

"Why does this always happen to me Buffy?" Buffy had no words appropriate to encourage willow, so she just smiled and hugged her again.

"Who did it?" a teary-eyed willow sniffled.

“The First" Buffy couldn't face that Spike had actually been the one to kill Kennedy. 'That's not fair is it?' Buffy thought to herself. 'It's not like Spike was in control when he sucked her dry. Oh my god, he must be going through so much pain at killing again' Buffy reminisced of the last time the First controlled Spike, tormented his already tortured soul. It was more than she could bear.

"Let's get back to the house, okay?" Buffy suggested as she lead Willow back to the Summer’s home.

**

"I hope Buffy finds Willow, this must be so hard on her." Dawn said with a long sigh.

"Of course no one listens to Xander until someone ends up dead” Xander muttered. “I knew Spike was trouble”

"Shut-up Xander!" Buffy fumed from the doorway. "You don't know what pain Spike went through when he got his soul. He tried to be more up to our standards, to gain our trust, but still you blame him when it is clearly The First doing all this!" Shocked by the rising temper of his second-best friend, Xander shut up and sat down.

"All right people," Buffy commanded, "Kennedy is dead…and The First has more than likely taken over Spike's body. We also know that The First will use its newfound strength to come back and destroy all that we hold dear in this house."

Xander stood up defiantly and said: "the question is, will you be able to kill Spike when the time comes?"

"It's not Spike!" Buffy cried out, fighting back the tears. "And yes, if it comes to it, I will kill him, just like killed Angel when I loved him!"

"You love Spike?" Willow gasped.

"I knew it!" Dawn screamed with joy. Buffy looked around like a cornered mouse. Suddenly she turned to the kitchen and slammed the back door. From the porch all of her friends could hear her soft sobs.

** "It won't work! Your plan that is, now that you are in the body of a vampire she could dust you and it would all be over."

"Silence, Watcher," the First said with little change in its calm voice.

"You can't seriously think that by holding me hostage she would just let you kill her friends!"

'That's a good watcher' the real Spike cheered where no one could hear. 'Show this bastard that it could never win, Buffy would kill me before letting all her friends die.' Spike knew how painful it would be for Buffy or himself to live without one another. Worse was how The First knew it would devastate Spike to see his own a hand killing Buffy. It came down to hoping that if him and Buffy fought to the death that he would be the one to go.

"It will go as planned." The First said to both of them. They rode in silence the rest of the way to the old burnt factory. Spike had been horrified to see his own hands kill the innocent police officer that had once owned this patrol car, when he had been forced to sink his teeth into the innocent cops neck. He didn't know where they were going, but if it had all of his memories it would definitely go to the old factory. He remembered the night he had to leave the factory that was in cinders. Remembered sensing his fledglings close by, waiting for his return.

'I hope for the Scoobies sake that the First doesn't round up that lot,' Spike shivered with anticipation. Was that anticipation? Or was it fear? 'Great, I'm turning into the great poof peaches…must be the soul' Spike shrugged it off and was shocked to see that his actual body shrugged too! The shocked vampire shrugged again but to his avail, nothing happened.

'Huh' Spike started to think of a plan.

It was a relatively uneventful evening for the "hunters of the night" clan, all of them had at one point gone out to feed and returned with the color back in their cheeks.

This clan of vampires had once been Spike's fledglings, created for the purpose of helping their master kill the slayer.

After the factory was set aflame so long ago, many of them ran away into the night, but when the flames stopped they came back in search of their master, only to find piles and piles of ashes.

"Who does she think she is anyway? Running around town like she owns the place, laughing off our attempts to kill her!" growled Nicolas, the vampire 2nd in Command, the 1st being Spike who they assumed was dust.
"We sure could use bad ol' Spike's help right about now" sighed another vampire who almost staked herself when Spike disappeared. The steel doors slammed open just then, breaking the lock in two. To the vamp's surprise a pale, blond-haired man strode in, handcuffed librarian stumbling behind.

"Holy Hell, Spike!" a female vampire burst into tears as others gasped and crowded around their leader. Trying to do its best Spike impression, The First remarked:

"How r' u blokes doin'?”

'Maybe one of them will realize that something's different about me' Spike thought.

Truthfully, Spike wouldn't be surprised if they followed him even if they did know he was The First. Vampire’s were only loyal to evil, pure evil…or the one who can kill the fastest.

"Listen up, I have come back to you now because I need a distraction, while I kill the Slayer." The First mimicked Spikes past way of talking to his minions from his memory. A sudden excitement filled the room as the "Hunters of the Night" roared. Giles kneeled on the floor in shock of this loud display. He would never have guessed that Spike had so many followers. As he looked around the room he caught the eye of a tall. Bulky looking vampire. It started walking towards Giles and asked:

"Is this a present for us Spike? You shouldn't have."

"I am afraid not. Bloody wanker is a hostage, just in case." the First explained.

"Oh" the Vampire backed away to stay out of the Master Vampire’s intimidating presence.

"Tonight, they will all die!" the First rallied them on.

"Tonight!" They all growled in unison. Throwing Giles over its shoulder, the First and Spikes fledglings sped off into the night.

The house had been silent for about ten minutes after Buffy went into the kitchen. She hadn't had a good cry for about a year and even the Slayer should have some down time. But the house was to empty of male presence. Something was hidden in her thoughts, nagging at her senses, or someone.

"Giles!" Buffy got up only to see that her friends were no longer in the living room. 'Where are they?' Buffy's panic was quickly turning to anger as she sensed that she was not alone. The room was only partially lit on one side, so there was an uncertainty growing in Buffy's stomach.

Spike started to panic when The First had ordered his fledglings to smuggle Buffy's friends outside to kill them, but now he was in a dark corner of the Summer's living room, waiting for…what? What was the first waiting for?

'You kill her and I will rip you limb from limb, even if I have to kill myself in the process!' Spike cursed as the unsuspecting Buffy walked closer to the shadows. Spike wasn't without a plan, however bleak the situation looked at the moment. He just hoped that when the time came The First would be too distracted to stop him. To test his theory wriggled his toes and was satisfied when his boot moved just a bit.

Buffy walked slowly towards the shadows near the banister, and saw a glimmer of light reflecting off of yellow eyes. Wait. Eyes? Yellow eyes? Panicking, Buffy lifted the stake to heart level but was startled when the figure moved out of the shadows.

"Hello, Cutie.”

"Where are my friends?" Buffy demanded, shock at The First’s appearance causing her to drop her stake.

"You knew this time would come Slayer, that I would use Spike against you." The First recalled. "And don't worry about not letting Spike go, I would have just brought him back anyway. I wouldn't think of using anyone else to finally rid the world of you. I think your death would give him a score of three dead slayers. You know what they say don't you? Good things come in threes? Your mine, Slayer!" The first took a step forward.

Buffy desperately looked into Spikes eyes and where she expected to see nothing she saw…pleading? Was the real Spike she loved trying to tell her to run away?

"Sorry, Spike." Buffy apologized as she kicked The First in the chest. The already vamped out First returned with a rock-hard punch to the stomach, which would've winded a normal human. Soon they were fighting at an almost invisible speed.

"Why don't you try your luck with a stake, Slayer. Or do you 'need time'?" The First mocked as they fought on. Punch. Kick. Scratch. Punch. Kick.

"I’m done waiting!" Buffy quipped as she picked up her trusty stake. Dodging a flying stake the First then ripped a large wooden pole off the banister.

"Glad to see it." The First took a forceful swing at Buffy and hit her square in the jaw. Off her guard for just a second, the First pushed her against the wall and bit into her neck. Buffy expected that this was the end as she struggled to get away but couldn't. His hands grasped her arms strongly, then loosened up a bit. Shockingly, Spike's fangs retracted and a deep look of despair spread across his face.

"Spike?" Buffy moved slightly away from the wall.

"Buffy! I-I'm so s-sorry." One tear slid down his cheek as she covered his face with her gentle hands.

"Shhh, It's okay, it wasn't you." Buffy moved towards him and held him like they had but moments left. He then looked up and panic spread across his face.

"I have to get away from Sunnydale!" Before Buffy could protest Spike was running across the living room towards the door. Buffy wanted to call out ‘Don't go Spike’ but she knew it was for the best. Spike was at the door when he screamed and put his hands on his head. Worried, Buffy ran over to Spike to see what was wrong.

"What's wrong Spike, are you okay?" Spike just stood staring at the door. "Maybe… you should stay longer so I can h-help you." Buffy suggested, hoping he wouldn't leave her. Spike then spun around to face Buffy. She took a step back when she saw the cold look in his eyes.

"I think I will."

Xander, Anya, Dawn, and Willow sat in silence in the living room, avoiding each other's gazes. Trying to settle all that had happened in their minds. Anya was going to suggest that they prepare for Spike's return, when cold, pale hands covered her mouth. The panic in her eyes matched all of her friends as they were dragged outside on the front lawn. Glee filled the vampires faces and Xander thought he recognized some of them from when Spike was evil. 'Which kinda' never changed' Xander remarked cynically to no one but himself.

"Mmm, looked like Spike wasn’t lying when he said they were more than a meal." Said a tall, bulky vampire.

“I want the guy with the extra meat on his bones!" cried a fledgling.

“Don't you dare, he's mine!" cried another.

"Keep your heads you idiots! The fullest one is mine!" Nicolas roared.

While the vampires were fighting over Xander, Willow was chanting a containment spell to surround the unsuspecting vamps.

"All who wish to challenge me for the fat one can, but you all know I will win." The leader said.

Several vamps ran at Nicolas only to get their necks broken in an instant. The other vampires silently let Nicolas have the pudgy one.

"Good, now for my trophy." The head vamp strutted towards Xander only to be stopped by an invisible wall.

"Argh!" the vamp roared. "What devilry is this?" Willow was now standing inches away from Nicolas.

"The kind that keeps devils out." Spite filled every word that left Willows mouth. A loud roar filled the air as all the vampires threw themselves at the confines of the wall.

"Hurry you guys! We've got to save Buffy!” Dawn was getting impatient.

"What do you think is going to happen when we go in there, Dawn? Well I'll tell you. We will all die and get turned into little vampires that happen to have Spike as a Sire!" Anya frantically explained, but suddenly didn't mind the idea of Spike being her sire.

"Together forever." Anya sighed.

"What's that Anya?" Xander asked, more than a little suspicious.

"Nothing!" Anya retorted. "Stupid Xander."

"We need to make a plan of attack if we're going to live through this." Xander commanded with his army face on. "First of all..." Xander started as he pointed to the three girls. "Dawn, Calm down. Anya, time to start thinking about destroying the crazy vampire, not sleeping with it… Willow, you will be my right hand man…er…woman when we go in there, so be on guard to start up those magic’s! Potentials get ready to kick some William the bloody ass! Let's move, move, move!" Xander commanded as they marched towards the house.

"Ooof!" gasped Xander, he was the first to hit the invisible wall. The others close behind couldn't stop fast enough and fell to the ground. "Willow! Does this wall have anything to do with the invisible box spell?" Xander asked looking like his pride had taken a beating.

"Um, yeah, when I charmed the spell it was meant to incase all the undead, so the shield also went around the house, cause Spike's in it." Willow mumbled while she stared at her shoes.

"Great, now I’ll never get to be Spike’s love slave..." Anya muttered under her breath.

"Buffy!" Dawn yelled. "Buuuffffyyy!"

"Spike! Can you hear me in there? Fight it Spike!" Buffy bellowed, hoping her voice would encourage Spike to fight The First.

"It's too late for him Slayer, he got out once, but I am crushing him with my mind. Soon his soul will be lost and he will be mine!" The First proclaimed.

"Spike! Nooo!" She cried out feeling that her Spike was lost forever.

"That's right Slayer, but don't worry, you won't be around to see him return to his evil ways." The First then jumped towards Buffy feet first and kicked her in the head. A bit dazed, but not beaten yet, she got up to finish what she hoped would turn out her way. She knew deep down that It would end badly no matter what. ‘I can’t lose him…’

"Spike would never betray me!" Buffy yelled as she flipped through the air and returned with a blow to the temple.

"If only you could hear his tortured mind now princess, his soul is mine!" The First punched Buffy in the stomach and she flew back onto the table. It leaned over Buffy pinning her to the table and grabbed her neck.

"I could kill you right now, and Spike wouldn't shed a single tear." It reached for the back of her head to snap her neck, but was stopped when it’s own hand released Buffy! The First took a step back as Spike started dealing punches all over its body. A panicked look came over its face as its out of control arms and legs walked over to the floor where the stake lay and picked it up. Buffy watched as a soft look of remorse spread across Spikes face.

"Goodbye, Buffy. I…love you." Spike raised the stake to his heart. Tears streamed down Buffy’s face.

"Wait Spike, don't do it!" She fell down to her knees in desperation, but he was determined.

" I have to Buffy, it's for everyone's own good, especially yours." Spike muttered as a deep sorrow filled his heart. He moved his hand forward, preparing to stake himself.

"No! I love you!" Buffy and Spike were both shocked at what she had just said.

"Willow can you counter the shield?" Xander asked impatiently.

"Well that's the thing Xander, if I do, the other vamps will get out." Willow concluded, hoping there was another way.

"We can hold off the vampires while you help Buffy!" the Potentials offered.

"Good plan guys! What if these newbies just happen to all die, and The First still kills Buffy along with all of us?" Anya said, dripping with sarcasm.

"That's a risk we'll have to take. Willow, how's the spell coming?" Xander pushed.

"Jeez, Xander! I just started, it's going to take a lot longer unless somebody knows how to speak span…Ahhhhh!" Suddenly Willows eyes blackened as she sucked the power out of Xander and Anya. Willow clapped her hands together and pointed them at the sky, reciting the long and confusing lines of Spanish. As fast as it happened, Willow returned to normal and ran into the house.

"ATTACK!" The Potential Jessica commanded to all the other Potentials. And so began the final battle. In which Potential versus Vampire fought to possibly decide the fate of the world. Dawn helped Xander and Anya to the sidelines out of danger, while Willow gasped at what she saw in the house.

For a moment there was nothing, no battle, no First Evil, no destroyed living room, only Spike and Buffy staring into each other's eyes. The door slammed open just as The First gained it's strength and resurfaced on Spike's face.

"You have not heard the last of me Slayer, evil will always find you!" A burst of black energy passed out of Spike and stared to swirl around the destroyed living room. Hovering still for a moment it found it’s next host.

"Willow!" Buffy screamed as Spike fell to the floor. Willows appearance had returned to that of a dark Witch. Buffy ran to willow, although she had no clue what she would do. 'Not willow, not another person that I love!' Dark Willow raised her hand and sent Buffy flying across the room.

"See you around." The First cackled as it swallowed itself and dissapeared .

"Willow..." Buffy gasped as everything went black and she passed out.

**

Buffy woke to a loud erratic voice.

"Look what he did, Dawn! He killed your sister, and where is Willow? What did you do with Willow you…demon!" From what Buffy could see, Spike was drifting out of unconsciousness as Xander shook him.

" What the bloody hell! Where’s Buffy?" Spike punched out Xander and looked around for Buffy. Dawn and Ayna just stood there, speechless as he searched the room.

"Buffy!" Spike yelled out in desperation.

"Spike." Buffy gasped softly but Spike heard her and was at her side almost the moment she said it.

"Luv, are you all right?"

"I think so, but what about you? What about your soul?" Spike looked as if she had slapped him.

"Would it matter if I didn't have one?" He asked, hoping she still loved him. Buffy gave him a small smile.

"No. I...love you." Spike had the happiest look on his face Buffy had ever seen.

"It's about time!" and kissed Buffy with growing passion. Remembering that she had to breathe and sensing the discomfort from the other people in the room, they separated and looked into each other's eyes. Spike gleefully noted that she looked happy. Due to Slayer healing, she stood up along with Spike and a grim look spread on her face.

"I think it's time we pay The First evil a visit, and this time, it won't get away."

"Hello? Stupid First evil always changing its mind!" The Watcher commented from a back alley garbage bin.

"I've changed my mind, he says. You're not useful anymore, he says. Way to make a guy feel special! I'm not just any watcher y'know! I'm the bloody ripper! Can anybody hear me? Hello? hello…?" Giles hopped out of the bin and started to clean his glasses.

Then he noticed a figure standing not three feet away!

"W-who are you?" Giles asked as he put his glasses back on.

"Oh! Willow, so glad you're here." the Watcher gasped, suddenly noticing her dark hair, black eyes, and unusually vein-stricken face.

"Hello, Watcher."