---

Count the days, one by one.
But how, good lad,
since you never see the sun?

---

Spike was spectacularly drunk.

Somewhere beneath the numbness that had overtaken him the first moment he saw Willow, Angel was angry at him, but more than that he was jealous. Spike, at least, had found some escape from this quiet horror. Only a day before, Angel had been walking in sunlight, surrounded by his friends. Now the sun had been boxed up and buried, and even a vampire had to fear the night to follow. He felt cold, and utterly alone. Cordy and Wes, who had accompanied him to Sunnydale and stood nearby, seemed miles distant. Buffy's friends and her Watcher, standing on the opposite side of the grave, might have been on other planets. Dawn, who stood perfectly still, clutching her arms around her stomach and never raising her eyes from the ground, looked as chilled and distant as the moon, and Spike, staggering in his inebriate restlessness, orbited erratically about them all.

Giles had just finished saying a few halting words–-more than any of the rest of them could seem to muster, in the face of this oppressive silence, this impossible loss–-when Spike's rambling took on direction and brought him stumbling up to Angel, leading with an accusatory finger, which he jammed against Angel's chest.

"This is your fault, you know." In the total absence of volume control, the slurred assertion rang out, readily audible to everyone.

From a long way off, Angel felt his anger stirring, but he said quietly, "Is it?"

Spike lurched closer, now almost leaning on Angel, blue eyes narrowed as he concentrated on forming the words. "*You* loved her?" Spike snorted. "I *loved* her."

Angel pushed Spike back with an open hand. "Yeah, Spike, you did a real good job."

Spike's face settled into a scowl as he reversed his momentum, and his words emerged in a low, venomous hiss. "At least I tried. At least I was here with her when–-"

Angel growled, and at almost the same instant, Spike punched him squarely in the nose. Thought fled before the bright pain of it. Angel's eyes locked on Spike's, anchored by the honest belligerence shining up at him, whiskey-bright. Grief and rage and jealousy and history and the last tatters of what had been numbness and distance all rushed together and found outlet in Angel's fist, delivering a punishing blow to Spike's side. Ribs cracked under the impact, and Spike staggered back a step, clutching at Angel's coat hard enough to drag him along. Spike's glare never wavered, and with a wordless snarl, Angel struck him again, in exactly the same spot, hardly noticing that they fell to the ground, Spike's wild and uncoordinated struggles rolling them over as Angel hit him, over and over, in that same sweet spot. The ribs gave way, and Angel's fist sunk into the resulting softness with a sick thud. A fine mist of aspirated blood appeared on Spike's gritted teeth and stained the pale lips drawn back in a mad dog grin. The smell woke something deeper than rage in Angel, and he felt his face beginning to shift just as a dire voice rang out behind him. "Separate!"

Spike's grip on him was broken, and they were thrown apart. Angel closed his eyes as reality rushed back in; when he put down a hand to push himself up, it sank easily into the freshly-turned earth covering Buffy's grave. He looked around cautiously from where Willow's spell had tossed him. She was rubbing tiredly at her face, already turning to her girlfriend for reassurance. Giles' silent weariness was momentarily enlivened by a ferociously controlled displeasure, aimed, Angel thought, mainly at him, while Xander looked ready to start a fight of his own, glowering impartially at him and Spike both. As he pressed a hand to his nose, bloodied by Spike's first punch, Angel wondered whether Xander ever registered unhappiness as something other than anger, or if it was a sort of vampire-specific observer effect. He looked quickly away from the boy to Dawn, who dropped her gaze back to the dirt before he could make eye contact. Wes and Cordy likewise averted their eyes, and Angel gave a mental wince. *Way to demonstrate that you can act rationally around your kin, idiot*. That left only Spike, and Angel's eyes turned to the smaller vampire reluctantly, a little afraid of what he might see.

Spike was still on the ground, not yet even sitting up as Angel was. His left arm was wrapped around his battered side, and as Angel watched, he slowly pulled himself together and rolled over, turning his back on everyone else. It was only then, pushing himself up and watching Spike, that Angel realized that Spike had never thrown a second punch.

Then Angel was standing, turning to face Giles, who seemed likeliest to say something. He heard, behind him, the small sounds of Spike getting painfully to his feet, though he knew that the others would see only further drunken staggering. He went on holding his nose as Giles berated them both in a weary, disappointed voice, the secret weapon of father figures everywhere; the effect was somewhat wasted on him, focused as he was on Spike's minute movements behind him. He doubted Spike heard a word either. When Giles stopped, Angel said quietly, "I'm sorry. You must know I meant no disrespect to Buffy or any of you."

Spike slurred something unintelligible, even to Angel's practiced ears. Angel turned to look at him, and found him with his gaze fixed on the ground. He looked up only once, in Dawn's direction, but she didn't meet his eyes and Spike turned away, stumbling into the trees.

Angel looked toward Cordy and Wes, but they were headed for Dawn, to offer their condolences and, he thought, their goodbyes. Spike had the right idea about that.

Angel took a moment to discreetly wipe his face and lick his hand clean–-waste not, want not, and anyway he didn't have anywhere to wipe it–-before cautiously approaching Willow. She looked up as he did so, and he said quietly, "I'm sorry, Willow. For. Everything."

She nodded, eyes filled with tears, and Angel nodded awkwardly back. That seemed likely to be the extent of the conversation, so he turned toward Xander, who was scowling at nothing in particular. "Xander. I'm sorry."

Xander shot him a dark glance, but nodded stiffly. "Aren't we all," he muttered, as Angel turned away, and Angel chose to leave that where it was.

That left Dawn. He watched, hesitating, as Cordelia gave her a hug, and Wes squeezed one tightly bowed shoulder. She nodded, wordlessly, in response to whatever they said, not looking up at either of them. Then they stepped away, headed for the car, and it was Angel's turn and he had no idea what to do. Finally, remembering Buffy and the night of their mother's funeral, he edged closer and put his arms around the small, forlorn figure of the orphaned girl.

To his surprise, Dawn seemed to unfreeze in his hesitant embrace, her arms wrapping quickly around his neck. He let her go after a moment, and felt her hesitation to return the favor, but she went back to hugging herself, and raised her eyes to something like chest-height. "I'm sorry about that, Dawn."

She shrugged, and a watery smile crossed her face, vanishing quickly. "It's okay," she whispered, as though she couldn't break the quiet of the night. "I kinda wish someone would say it was my fault, so I had an excuse to say it isn't." And by so saying, persuade herself, of course. Angel bit back the automatic impulse to tell her so; it wouldn't do any good, and it was hardly his place when he still didn't quite know what had happened. He wished he could say *something* to comfort her. He wished she would look at him.

Angel set his hands on her shoulders, bending so that his face was on a level with hers, and for a moment she looked back at him. "Dawn, listen. If you need anything, if there's ever anything I can do, I want you to call me. Anytime."

He tightened his grip, as if he could keep her attention by the strength of his hands, glancing uneasily over his shoulder to make sure that none of the humans were turning a disapproving ear. "And if you feel like you have to get out of here, out of your house, out of Sunnydale, call me. You can come to L.A. to visit, anytime you want, just don't go off on your own, all right? Promise me."

Dawn looked up again, meeting his eyes squarely, revealing the tears on her cheeks. She flung herself back against him, and Angel automatically closed his arms around her. "Promise me," he repeated, and Dawn nodded against his shoulder. It would have to be enough.

Spike ran all the way from his crypt to the house on Revello Drive, not to escape the sun, which was already down, but to catch the time already lost. He had somehow overslept, of all the stupid human mistakes to make, and today, the seventeenth day, was the first time they'd trusted him to be there waiting for Dawn when she got home at sunset. His lungs pumped needlessly, spurred by his panic, as he tried not to think of the hundred ways his tiny, stupid failure might bring harm to Dawn. He slowed to a walk when he reached the front yard, walked briskly up the stairs to the door as he forced his lungs under control.

He opened the door, and Dawn was just standing in the doorway to the living room, her arms clutched around her stomach. She wasn't crying, and he didn't smell blood or sickness, but something was nonetheless very, very wrong.

"Bit?" He went straight to her, and reached out, his hands hovering a bare inch from her folded arms; she looked as if an uncareful touch would break her. "I'm sorry, pet. Didn't mean for you to be by yourself like that."

She was shaking, and didn't look up at him even when he was right in front of her. "Can we go, Spike?"

*Yes, of course, anything you want*. "Where?"

"Angel. He said I could go there if I needed to and I have to, Spike, I have to get out of this house, out of Sunnydale. Tomorrow's Saturday, and I don't have anything to do and I can't just stay here, all weekend, in the house, it's not, I can't--"

"Shh," Spike shifted slightly closer, wishing he had some more immediate comfort to give her. "All right, then, all right."

"Because, he said to call and he'd come get me, but I can't wait, I can't, I have to get out of here, now, I can't. And I promised not to just go off by myself."

"That's good." Spike's mind was racing. The bloody DeSoto was down, or they'd already be on their way. He had to get wheels, had to get her out. She had that fey desperate look about her and he didn't really blame her, left alone in this houseful of loss. Bloody hell. "All right, Dawn, we're gonna do this. I'm gonna take care of it, but I have to go get transport. You need to pack a bag, right, just one, nothing huge." He lowered his head, moving so that she had to look him in the eye. "Can you do that, if I leave?"

Her face screwed up, eyes shut tight, but she nodded, and he nodded back in unseen brisk approval. "That's right. You can do it. I want you to pack a bag, write a note for Willow, make sure the rest of the house is locked up, and then wait for me, right inside the front door. All right? I'll be back in ten minutes, no more than that."

Dawn nodded, and he said, "Go, go get packed, then."

She brushed past him, running up the stairs, and he went to the weapons chest and pulled out a pair of gauntlets, stuffing them into the pocket of his duster as he headed out the front door.

Dawn's backpack was at her feet, and she was taping the sloppily handwritten note to the bannister where Willow would be sure to see it, when she heard the motorcycle pull up outside. The engine cut off, and an instant later Spike was opening the door, moving to stand at her back. He paused for a moment, reading over her shoulder.

Willow–-

Sorry to go so suddenly, I needed to get out of the house and Angel said I could visit so Spike is taking me down to LA.

Love, Dawn.

The bike was in the driveway. She'd never seen it before, but then Spike must have just stolen it in the last nine minutes, so that made sense. He strapped her bag down on the back, and then hesitated. "I couldn't get a helmet for you, Niblet. We could–-"

"I don't care, Spike. I trust you, let's just *go*."

His shoulders slumped a little, maybe with relief, maybe feeling a little of her need to leave. Spike climbed on the bike, and helped her up behind him. He tucked the bottom of the duster around her legs, then reached behind him and pressed her head down behind his shoulder, her face to his back, and pulled her hands around his waist. "Don't move, all right? You hold on and you keep your head down."

She nodded, a minute motion against the thin black cotton of his t-shirt, and Spike started the bike, and they were going, going, gone.

It was the fastest trip to L.A. he'd ever made, and Spike spent the whole time concentrating on not getting into an accident or pulled over and simultaneously running through exactly how he'd throw his arms back as they both flew off the bike to make sure Dawn was shielded from the impact by his body. Every second, he was waiting for her grip on him to loosen, waiting to catch her, but somehow, for once, nothing went wrong. Under the white roar of road noise and wind, he could feel her heart beating, the pulses in her wrists muffled by the leather, her breath against his back. Alive, alive, alive, safe, with him, not lost, not bleeding, not crying. He was doing this right, for once. Keeping her safe, doing the job. Keeping his promise.

All of which meant that it wasn't til he was parking the bike in front of the Hyperion that he thought about the fact that they'd come all this way so Dawn could have quality time with the bloody poofter.

He helped her off the bike and she just stood for a second, wobbling, and he realized that this was maybe not the best way to have a first motorcycle ride. She looked toward the door, and back toward her bag, and he said softly, "Go on, pet, I'm right behind you."

She nodded and started slowly for the door, and he took a long slow breath and steeled himself for what was to come.

Dawn's arms and legs ached from holding on, and she felt like her whole body was still trembling in harmony with the vibration of the bike beneath her. But somehow she managed not to stagger, not to trip over the duster that went right down to her shoes, and made it to and through the front doors of the huge old hotel.

She was in a big lobby area, and there was a desk, with a young woman sitting behind it. Dawn didn't think she'd met her at the funeral. She was sort of staring at Dawn like she wasn't sure whether to run away screaming or not, and Dawn figured that if you hung around with Angel enough, that's the kind of thing you'd never be sure about.

"Hi," Dawn said as she made her way to the bottom of the stairs, aiming for the nearest piece of furniture she could collapse on, "I'm here to see–-"

"*Dawn*!" Angel came tearing out of another room, and he had that uber-parental hug/throttle look on his face. "My God, I told you to call," and he had his hands on her shoulders, squeezing tight, a breath away from shaking her. "How did–-" And it was about then that he noticed the soft black leather he was gripping.

Spike was talking as he came in, but got no further than "Niblet, didn't I," when he saw her and Angel standing there. He walked over, his boots making quiet little tapping noises on the marble floor. He didn't say anything when he got to her, either, just ran a hand over her hair, loosening it from its makeshift restraint, and then began unfastening the gloves from her wrists. Angel let go of her shoulders, but didn't move away, so that Dawn was pretty much sandwiched between the two vampires.

Spike tugged the gloves off, tucking each one into the pocket on that side, and then unbuttoned the duster and took hold of the collar so that she could step out of it, holding out her bag for her to take in exchange. He pulled the coat on quickly, as soon as she had it off, and then they were all just standing there.

Dawn was reminded of the first time her dad had come to pick them up for a visit. Long before the divorce was finalized, before all the bitterness had been exhausted by the intricacies of the legal process, her parents had stood there, kind of like this, both looking at the girls instead of each other, the possessiveness thick in the air. Except this time Buffy wasn't here to help, and her parents were both gone, too, and, oh yeah, that had never actually happened to her because she hadn't existed at the time. Dawn forced herself to keep still, staring at the far wall, breathing evenly, because if she puked or started to cry, it would just set them off, screaming at each other over whose fault her unhappiness was, and she really didn't need the screaming. Not while she was standing between them, anyway.

And then Spike stepped back, pulled a pack of cigarettes from his pocket and waved them in explanation. "I'm just going to step outside, Dawn. Back in a sec."

She nodded, finally daring to look at him, and he winked, the way he had sometimes behind Buffy's back, and walked out. Dawn pulled together a wavering smile and looked up at Angel. "I couldn't wait for a ride, so Spike brought me down."

Angel nodded, like the last three minutes of misery hadn't existed, and slipped his arm around her shoulders, turning her around. "Dawn, this is Fred, she works with us. Fred, Dawn."

Fred smiled nervously at her, and Dawn could see that she knew that Dawn was the tragic sister of tragic Buffy, but she didn't say anything about that, just, "Hi there." It was sort of nice.

"Anyway, Dawn, it so happens that this is a hotel, so you have your choice of almost three different habitable rooms to sleep in." Angel started toward the stairs, and Dawn followed. "So, how long were you planning to stay?"

Dawn shrugged. "Well, I've got school on Monday, but..."

Spike smoked the world's fastest, most desperately needed cigarette while waiting for Dawn and the nance to clear the lobby. As soon as they were on the stairs, he headed back inside. The mouse-girl, Fred apparently, looked startled, by his quick reappearance or maybe just by the fact that he walked, fast and silent, directly up to the desk. She cast a quick glance over her shoulder, in the direction Angel had gone.

"S'all right, pet," he murmured, hating to smell her fear when there wasn't a bloody thing he could do about it, since, chip or no chip, she belonged to Angel, and there were certain rules of hospitality to be respected. "Just need to use the phone."

She nodded, swallowing hard, and pushed it over to him. He dialed the number quickly, and it picked up on the first ring.

"Willow?"

"Uh, Spike." He'd thrown her by speaking before she did, but at least she didn't sound like she had a pitchfork or a torch in hand. "Where are you? Is Dawn okay?"

"We're at the Hyperion, Angel's helping her pick out a room. She just couldn't stay in the house anymore, and I... Didn't want to make her wait."

Willow seemed to hear what he didn't say. "Oh. Yeah."

"I'll have her call, right? And I'll have her back Sunday night, so she won't miss school."

"Okay, yeah. Good."

Spike had it on the tip of his tongue to tell her to go hug her girlfriend or something, and hung up before that kind of disgusting sentimentality could cross his lips. Pushing the phone back to Fred, he said quietly, "Ta," and settled himself against the desk for a good long lean. Fred scooted away slightly.

He was a bit distracted–-trying to hear Dawn's heartbeat, figure out where she was in this monstrous heap of a building–-when the front doors opened again to admit Cordelia, the junior watcher, and a black guy who Spike was fairly certain he hadn't seen at the funeral. All three of them stopped dead at the sight of him, expressions ranging from rage to curiosity to ignorant amusement. Spike reminded himself that Cordelia had been at the funeral, so the last time she'd seen him he'd only been drunk and brawling with her boss, instead of trying to torture him to death, which he thought might be an important distinction. Then the bitch queen whipped out a stake and started toward him, and he thought it might not.

"Spike? What the hell are you doing here?"

He held up his hands, all placating and harmless. "Don't get your knickers twisted, I'm just driving Miss Dawnie. She's upstairs with your ponce of a boss right now."

Cordelia's gaze went over his shoulder, but whatever she saw there must have backed him up, because she lowered the stake. "Oh," and her face changed, thinking of Dawn, and Buffy. "Well. Isn't this nice, then."

Spike gave her a judiciously civil nod, and resumed leaning, hands in pockets and eyes on the middle distance. Dawn and Angel were on their way back to the lobby, he could hear them approaching from upstairs. He watched in silence as the L. A. version of the Scooby Gang dumped weapons and filled in Fred on their demon-hunting adventures, which had apparently begun hours ago, before sundown, hence leaving the poof behind.

And then Himself and Dawn were walking down the stairs, and Cordelia was hugging Dawn, and Dawn was almost sort of smiling. They introduced the kid to the other guy, Gunn, so apparently he really hadn't been around before. Fred scurried out from behind the desk to join the little party, and Spike noticed, faintly, from a great distance, that Angel didn't really join in either, standing near the stairs, watching the humans, maybe in the same sort of cotton-wool silence that enveloped Spike.

They were telling Dawn about the little detective outfit they ran here, and also asking her what she'd like to do in L. A. while she stayed, Cordelia recalling that the kid had lived here the first ten years of her life. None of them apologizing, no one crying, and Spike knew this was the right thing, getting her out of Sunnydale, away from the others. Everyone there loved her, sure, but they were every one of them completely in pieces after losing Buffy. Well, maybe Tara and Anya would be all right, but they had their respective hands full with Willow and Xander, which left just him and Giles besides to look after Dawn, and all of them were equally destroyed right now. Everyone was walking wounded, blind leading the bloody blind, up there, but looking around Spike thought that he and Dawn had not, at least, ended in a ditch. It would be good for her to be near people not as broken as she was, at least for a little space. It had made her the center of attention, and there had to be something good in that. There, she'd smiled. Spike smiled faintly in echo, pleasantly aware of having not fucked up too much tonight.

The phone rang just then, practically under his hand, and Angel lunged over and answered it. The little party fell silent while Angel took information, but Spike didn't really pay any attention–-busy watching Dawn be not-exactly-scared by the familiar atmosphere of minor crisis--til Angel came around the desk and grabbed him by the arm, saying, "No, no, it's nothing, we'll handle it."

Spike considered arguing for all of half a second before sending a wink in Dawn's direction and following the great poof out. They were going hunting. Angel towed him all the way across the lobby, out of the hotel and over to a car, shoving him none too gently in the direction of the passenger door and climbing in the other side himself.

Spike slumped comfortably in his seat and didn't bother asking where they were going or what was up. Pretty soon, he'd be pointed in the direction of some bloody thing he could attack, and attack it he would. That was his job, and whether he was patrolling with the Scoobies in Sunnyhell or being bossed by the big fluffy puppy here in L.A., he'd do it. Hell, it might even be fun.

The car was awfully silent, no radio and definitely no small talk, but Spike kept his fingers still, let the tunes that rolled around his mind stay put inside. He pulled out a cigarette and lit it, and his window went down with a faint mechanical whine. He snorted, but obediently tapped ash outside of the car.

One leisurely smoke later, Angel rolled his own window down as well, and two turnings after that, Spike caught the smell of their prey on the breeze, faintly heard it. Sharp smell, something snaky, and big. Not menacing anyone at the moment, but it wouldn't wait long. Then they were stopping at the mouth of an alley, and Spike could hear it clearly, inside one of the abandoned buildings. They both got out of the car, Spike just standing by his door, listening, while Angel went around to the trunk. The trunk slammed, and then Angel was standing before him, holding a single wicked-looking axe. "Here, you'll need this."

Spike gave him the eyebrow.

"What, you don't think you can handle him on your own?" Stupid-haired smirk. "I'll hold your hand if you want."

"All I need you to hold, Peaches, is my coat." He shrugged out of the duster–-no sense getting it dirty–-and tossed it toward him, plucking the axe from his grasp at the same time.

He headed toward the most promising entrance, but before he'd gotten there the demon burst out into the alley. The bastard was big, a good nine or ten feet tall, all tentacles and teeth. Spike felt the ghost of a madman's smile cross his face, raised the axe, and charged, screaming.

The bugger was fast, too, forcing Spike to jump back, dodging as he slashed at it, missing the first cut and, all right, the second as well, but the third swing whacked off a good yard of tentacle. The demon was really pissing mad after that, making a gurgly sort of roaring sound, but Spike screamed louder, dodging and then darting in to smash away with the axe. It was a good weapon with some heft to it, nice sharp blade, shearing away another tentacle. The thought occurred to him, as the demon's teeth snapped an inch from his belly and he twisted and kicked and slashed, that this thing could probably kill him if he fucked up, and no Slayer would bounce in at the last second to save his worthless hide–-hell, Angel would probably give the bastard a round of applause--and it was all his fault and he was crying, tears running so thick he could barely see when the vibration of the axe in his hands told him he'd landed a good solid body-blow on the thing. He just kept on screaming, sobbing, thrashing and hacking at the demon, even after it stopped fighting back, even after some last bastion of numbness and rationality told him he was only making a mess and a fool of himself, spattering himself with demon blood as he hacked it into tiny pieces. Not even the prospect of the poof's mocking laughter could make him stop, not now he'd got going. Nothing was going to make him stop.

Except, wrong again, because he hadn't even heard him move, but suddenly Angel was right behind him, grabbing the axe out of his hands and throwing it away. Before he'd quite registered that, there were arms around him, pinning his arms at his sides, crushing him back against a body bigger than his own, immobilizing him. He couldn't stop the convulsive sobs, the shudders running through him, but he didn't struggle. He remembered this, remembered his sire forcing him under control the only way he could sometimes, by being bigger and stronger and more patient than Spike ever would. His head dropped, leaving his neck exposed, from the low collar of his shirt up to the hairline. Exhaustion or submission, it was all the same in the end.

He felt Angel's game face come out, and his sobs stuttered to a stop as his body, with the instincts of prey undiluted by a century as a predator, tried to go completely still, completely silent, tried to escape the notice of the demon at his back. Far too late for that. Angel's lips brushed over his skin, and his hair stood on end for the instant before he felt the fangs sink in, uppers and lowers bracketing his spine.

The pain flashed like lightning from the punctures on his neck through his arms and legs. Spike remembered the time Angelus had snapped his neck from this position with a leonine toss of his head, severing his spinal cord and leaving him paralyzed for days before he'd relented and let him feed enough to recover. It had stopped his eternal fidgeting. But Spike wasn't the only one under control here, and it was his good Angel at his back, drawing only a mouthful of blood and then pulling back. Still the fangs lingered, only to make the quick delicate motions that lacerated an A in between the teeth marks, and when he recognized the shape of the pain, something locked tight somewhere inside Spike suddenly eased. The cuts wouldn't scar, would in fact vanish within a day or so, but for now he knew that his sire cared, enough to still him, enough to mark him. 37,455 days, and he could finally stop counting.

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end 1/6