Author's Note: Originally written as the answer to a challenge on B/S central before it went down. Challenge will be posted at the end of the story.

I started this story a very long time ago. After several computer crashes I thought it was lost until recently when I happened upon a lone floppy disc.

I did have a beta for this long ago and far away but when I lost the story for the second time I pretty much gave up.

Suggestions or comments are welcome and any offers from the beta fairy will gladly be excepted... as long as you are of age.

Disclaimer: All publicly recognizable characters, settings, etc. are the property of their respective owners. The original characters and plot are the property of the author. No money is being made from this work. No copyright infringement is intended.

Brazil 315 am: The tinny chimes of ding dong the witch is dead reverberated through the small apartment.

“ Crap!” Rolling over Willow swore softly as she answered her cell (which she was sure had no business ringing this time of the morning) grumbling to herself about Slayers and selective deafness, she reached across the form of the slayer in question fumbling blindly for the phone she’d left on the bedside table. "Hello?”

Kennedy (still dead to the world) none too gently elbowed her in the ribs, before turning over and mumbling something that to Willow’s not quite awake ears sounded strangely like “Willow… put the dragon out and come to bed.”

“Huh?” she blinked owlishly momentarily distracted by her lovers request, before remembering that she was holding the phone and had no Idea who was on the other end. “Uh gee sorry about that” she apologized putting the phone back to her ear.

Her apology was met with silence, the faint hiss of the open line the only thing to indicate that someone was on the other end.

Rolling her eyes she grumbled into the phone warningly “Right! Andrew you little dweeb, if your playing stupid pranks again? I’m warning you now, I've never turned anyone into a frog long distance before, but for you I’m willing to make the effort.”

Her threat was met by silence, the resulting chill that scuttled down her spine leaving her with a heavy sense of foreboding.

Suddenly nervous, she strained her ears waiting for the unknown caller to speak. After Listening intently for several seconds she was finally able to make out what sounded to her like harsh breathing and even more faintly something she thought might be thunder.

“Andrew?”

Even as his name left her lips Willow felt the chill of earlier wash over her. And with it came the certainty that this particular call was far from one of the wannabe watcher’s practical jokes.

A moment later her fears were confirmed when a woman’s voice broke the unnerving silence.

“Willow Rosenberg?”

<>The name was a question, one that had its owner suddenly breaking out in goose-bumps, all the while cursing the fact that for once she’d actually remembered to charge her dam phone.

“Y-Yes, this is Willow. Who is this?” she asked, trying to quell the obvious shakiness of her voice.

“You are needed here,” stated the voice, command implied in its tone. “You will come to the city of Los Angeles now” demanded the caller.

“And with the huh!” Willow managed to reply, stalling as she tried to fight down the urge to slam her cell closed. Even as the Willow part of her quailed under the arrogance in her mystery caller’s voice, the witch in her was roused. With relief Willow felt her inner geek recede as her power flared in annoyance. “Look Missy I don’t know who the hell you think you are, ringing me this time of the morning or how you know my name, but there is no way.”…

“Hey Red” interrupted a familiar voice right in the middle of her rant.

The fact that the voice was male and supposedly dead had Willow completely lose the thread of what she’d been saying. “S-Spike?” she squeaked, her heart suddenly leaping into her throat. “Spike, is- is that you?” she stuttered.

“Yeah s’ me pet,” replied the very lost and weary voice.

“B-But you’re dead…The Hellmouth and…Buffy...she Told us… and you’re dead!” she repeated, confusion and wonder warring in her tone.

“Still dead luv… just not quite as dead as you all thought,” Spike rasped, before suddenly erupting into a harsh coughing fit.

Willow was alarmed to realize; even as her brain was trying to come to terms with the fact that she was talking to a twice dead man, that she was still (thanks to her years on the hellmouth) able to identify the bubbling noise underlying his coughing as what lungs sounded like when they were filling with blood.

“Bloody hell that hurt!” he cursed.

And if she hadn't’ been sure it was him before, she was now, only Spike could swear with that much indignant humor. “Oh my Goddess Spike it’s really you... Where are you? …. Where have you been… does Buffy know?”

“NO…bloody hell… no,” cut in Spike, his pain filled voice full of sharp panic.  “And don’t you go telling her either Red” he growled “or I swear, dying or not, Ill bloody well eat ya.”

“But Spike,” she started only to be interrupted by another coughing fit.

“Listen Red…Can’t explain now, least not before I pass out again… I need you to come to LA ….to the Hyperion… Angel's old place”

“But”… she started to say yet again….

“No buts Red you’re my only hope, and you can’t tell the others nothing… specially not Buffy…Look, I gotta go ... The pain its…”

Willow heard the thud of something soft and the clatter of the receiver as it fell to the floor then moments later the soft scrape as it was picked up.

“Spike? Spike are you there?” she gasped out, heart racing. “Oh Goddess Spike… what the hell is going on down there?”

The cold voice from earlier met her frantic entreaty and Willow found herself clamping her teeth together hard enough to make her jaw ache.

“The vampire is unconscious and can not speak Willow Rosenberg” The still unknown woman’s voice answered, her tone again devoid of emotion. “I believe that he may end soon… and this shell’s memories tell me that the vampire must have your help if he is to survive.  You will do as I command and come, or I will wreak my vengeance upon you and all you hold dear.”

Willow shuddered. The voice was hard steel and pure power, her threat striking fear into Willows heart in a way she hadn't felt for a very very long time. But it was the words she spoke next that struck the deeper chord. Willows heart clenched both with the sentiment behind the words, and the sudden chillingly familiar name.

“I grieve still for Wesley, I do not wish to feel grief for one who is no more than a pet”.  She paused then and once again Willow could make out the distant sound of thunder. “The white haired one... Spike... He must continue, I Illyria command it. You will do this thing…  Please”

Shockingly with that one word the voice changed, and Willows world spun on its axis.

The woman’s voice softened, all the former arrogance fleeing leaving only the familiar tones of a voice Willow knew well chillingly confirmed by the soft hint of Texan twang. “Wesley would have wanted y’all to help Spike.” The caller entreated. “OH GOD I-I think Angel is dead Willow…and Gunn is gone too… but I can’t think about that now... Please Willow y’all just have to come… I don’t know what ta do... I-I think he’s dying’ and I can’t stop the bleeding… and I can’t lie to him the way I did for Wes…God willow I don’t know who I am… where I am…”

The voice Willow now recognized as Fred’s broke down as the witch held the receiver in a tightly clenched fist.

Ok, I am officially wigged, came the irrelevant thought. Talk about a Sybil moment or what.

“Fred is that you?” She managed to stutter, her mind spinning with questions she had no way to answer. There was no reply other than the noise of someone gasping for air between hiccuping sobs.  “Fred, answer me dam it, what the hell is going on over there?”

“I… You must come” came the sudden statement and then the crying stopped as if it had never been.  “We are fractured,” moaned a voice out of time and place, both harsh and alien then soft and human. Two different beings using the same throat, cold steel then warm honey all wrapped around each other so there was no way to tell where one started and the other left off. “This shell…I am weak… She is gone but she is not… and-and… the grief it feeds her ability to be…Oh my Wesley… my Wesley” the voice moaned, before once again falling silent.

Willow was now beyond cold, her teeth chattering so hard it was making her jaw ache again.  The voice, correction, voices she was hearing was most definitely Fred but at the same time she knew that they weren't. Not completely. Her mind was turning over a thousand possibilities, none of them good.

Stubbornly her brain kept returning to the fact that Spike was there with whoever the hell this creature... Thing… was, and that he was somehow alive and she…no…they all owed him so much.

And there it was the feeling she got just before she did a spell that she knew was going to work. …That she knew was right.

“Hang on Fred, you just hang on. Tell Spike I’ll be there as soon as I can…  Tell him not to worry, I have the things I need…and- and that I won’t tell Buffy.  At least” she amended biting her lip nervously. “Not till I see him.  But you make sure Fred”…

“Illyria.”  A single clipped word, interrupted the Witches instructions. Gone was the familiarity of the shy Texans tone, replaced by the earlier alien hardness that instantly stopped Willow cold.

“I am Illyria God King of the primordia ... There is no Fred …she is gone… her shell, now mine! I am here…I will watch over him until you come. But mark me witch you will not fail him.” the voice hissed. “I am less than I was, but I am Illyria, I ruled long before human pestilence crawled upon this plain… I will rip your living entrails from your body if he dies.”

Willow shivered as the cold she was feeling before intensified, and for just a moment she was beyond sure that the being on the other end of the phone could and would carry out the threat. She knew with terrifying certainty deep in her bones that the distance between them was no impediment, that if she failed to do as the God King demanded she would die… painfully. It was all there in her voice, hers was no idle promise… just absolute arrogant certainty.

Shaking in reaction at her frightening realization she grasped for a lifeline, the one thing that she had always been able to count on… her magic. Calling up her own inner strength before she found herself giving into her dread, Willow concentrated hard and brought her magic to the fore.

“Enough,” she commanded, her voice filled with the power of her mother, the earth. “I do not need threats to make me do this Fr-Illyria… whoever the hell you are" Willow's voice was solid and steady now that her decision had been made.

“Make sure he does not leave… I will be there within the hour… The Hyperion hotel front foyer… be sure it’s clear. I will be teleporting direct, and I would rather not end up as part of a couch.” The last was said wryly in a much more normal tone as Willow released the borrowed power back to the place she’d taken it from.

The magic had cleared her mind and her fear, centering her so she could do this without failing, or more importantly, panicking about what she was going to find when she got there

The response was anticlimactic and short.

“As you wish Willow Rosenberg. I will be waiting,” and the connection was cut.

“Somehow that doesn't help,” Willow muttered under her breath, as she replaced the receiver.


It took her only minutes to gather the things she needed and write a note for her sleeping lover. Her conscience twinged a bit over the note. She’d told Kennedy in the note not to worry, that she had been called away on coven business.

She knew that her possessive girlfriend was much less likely to wonder what was going on if her absence wasn't council related. She then retreated to her meditation room and set up what she needed for the spell. As she worked she ran the conversation with Spike and Illyria through her mind.

Even though certain of Spike’s identity, she was still worried about the possibility of a trap. After all, she was pretty certain from what she had understood of the God King's words that whatever had possessed Fred had obviously not been invited.

Oh well, nothing I can do about it until it happens came the flippant thought.

Still, just in case she pocketed a couple of the crystals she’d been working on to help her focus her defensive magics.  It never hurts to be all boyscouty was her smug thought as she went over the last of the incantation needed to allow her to transport herself to LA.

Finally her preparations were done.

Well Will this is it. Fingers crossed she thought as she stepped into the circle and started to chant.

”Spirits of the earth I entreat thee." She began. Lowering her head in a sign of respect she continued. “Gaia I humbly beg your favor. Carry this penitent to the time and place of her choice” her arms rose beseechingly as she called out her final line. ”By Gaia’s will let the west door be opened.”

With the words said she traced the image of the glyph she needed in the air, then concentrated until it glowed with the otherworldly blue light that showed her that the Mother was listening.

Now for the tricky bit…

“With Hecate,s blessing I walk between the veils,” she intoned, tracing another symbol to ask for permission and protection. To her relief the glyph burned red briefly, showing that permission had been given.

Reassured, Willow raised her hands once more to call out a word of power before bringing her arms down together sharply, ending with her palms face out.

A line of white fire grew from the apex of her gesture to the floor and with one last word and gesture it was done.

”Open” she commanded throwing her arms wide.

The light flared, becoming dazzling in its brilliance, before it split into two and parted like the doors to an otherworldly elevator.

Wow…Just like the twilight zone thought the witch irreverently, before stepping through the doorway and out into the lobby of the Hyperion. There was a brief flash of white behind her, and then Willow became aware that she was not alone.

“You will come with me Willow Rosenberg” ordered the voice, the speaker veiled from Willow's sight by the shadows.

Willow reached into her pocket and clasped one of the crystals she had brought, preparing to defend herself.

“Show yourself” she barked out, forcing herself to keep her breathing deep and even as she gathered power to herself, just in case.

“You waste time Witch… time put to better use, but I will acquiescence to your demand this once.”

When Illyria stepped out of the shadows Willow couldn't help the gasp that left her lips. She had always found Fred attractive, but the being standing before her had a beauty and grace that Fred could never have owned.

Willow could feel the power coming off her from where she was standing meters away, and the alien blueness that should have repulsed, only made Willow wonder if the skin all over her body was the same shade.

Bad Willow, bad, she scolded herself, flushing at the sudden warmth she was feeling, pinned under the gaze of the God.

“Ok so I’m here. Where’s Spike?” she demanded, trying to get her mind to focus on the situation and not the way Illyria’s body armor hugged her in all the right places.

“He is upstairs. You will hurry now and repair him.  I wish to do more violence and find myself unable to leave my pet while he is still damaged.”

“Okayyy”… Willow drawled trying to control her sudden amusement at Illyria’s bluntness. “Well Ill see what I can do for you… but If he’s not dust I think it’s safe to say that he will probably be all right.”

Illyria turned her head to meet Willow’s gaze, eyebrow quirked in a curiously familiar gesture. “That may be so Witch, but you have not yet seen him.”

Willow nodded noncommittally before following the former god king up the stairs.


Please review... should I continue?