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Both Spencer and Derek's heads snapped around when they heard a sound coming from the door.

"Penny!" Spencer exclaimed, jumping to his feet, anxious to let his friend in so she wouldn't have to stand out in the hallway for too long.

"No, wait!" Derek called out from behind him, also scrambling to his feet, but Spencer was already at the door, pulling it open.

His heart missed a whole beat when he saw who was standing in front of him. Startled, he stumbled backwards, belatedly grabbing the door to slam it back shut-

"Spencer, wait!" Aaron raised an arm, looking at him imploringly, "Please, wait -you need to listen-"

He sounded scared, not frightening. Spencer almost gave in to the urge to slam the door shut anyway, afraid the vampire would force his way in -but Aaron just stood there, hands raised defensively and there was something his worried, tense expression made Spencer hesitate for just a second.

Involuntarily, he was reminded of earlier that day, when Aaron had sat with him, holding his hand, swearing that he only wanted to protect him. He had that same expression on his face still-

His hand clenched around the door as he stood, torn for just a moment -until Derek appeared behind him out of nowhere, pulling him back hastily.

"Get away from him!"

He pushed Spencer behind him, blocking Aaron with his body, muscles coiled like he was expecting the vampire to attack them any second. "You! If you think I will let you get your hands on him again-!"

"I'm not here to fight you," Aaron said swiftly, taking his dark eyes off of Spencer for a moment to look over Morgan. His face seemed to tighten, jaw twitching as his eyes scanned the other man. When finally he looked back at Spencer, his posture seemed even more tense, something flashing in his eyes that made Spencer's stomach tighten uncomfortably.

"Don't close the door, Derek," Aaron said, looking at Spencer, "There are people coming for you and I'm all the warning you'll get... I'm not here to hurt either of you- Spencer, you know I wouldn't."

Spencer swallowed nervously under the man's intense gaze, unable to look for very long. He didn't know anything, he had to keep telling himself that. Yes, Aaron hadn't hurt him, and he hadn't seemed like he would, and god, he was so damn convincing about it, too, -but he had brutally killed three men who were like Derek.

And then there was Gideon who wanted him dead-

"Where is Gideon?" he asked tensely instead of answering, eyes flickering over the dark corridor behind Aaron. He almost asked if Elle and Jack were okay after their exposure to the sun, but bit his lip at the last second. Derek. Derek was his family. He had to worry about him being safe now.

"He's looking for you elsewhere," Aaron shook his head reassuringly, "We have some time- they'll be looking for the fae girl first. It took a lot of of them to heal from their burns."

Guilt coiled in Spencer's stomach at the mention of that -briefly but acutely- and he couldn't help but look Aaron over for any visible signs of burned skin. The man looked fine though, if a little paler and more gaunt than usual.

"It's fine, Spencer- you did the right thing," Aaron, following his gaze, said softly, "Gideon is a lot stronger than me and with both Jack and JJ there-"

"Are they okay?" The words forced themselves out this time, unbidden. He bit his lip again, fighting down any semblance of shame he felt for what he'd done.

"They're fine," Aaron nodded, "JJ only took the time to drag Elle out of the room before she grabbed Jack and ran -she's hiding with him now, she knows what to do in a case like this."

Spencer listened wide-eyed, taking in the information that JJ had seemingly just left Aaron and Elle to fare for themselves. Aaron, reading his expression, shook his head, "She couldn't stay, Spencer. We need blood to heal -she would have been Gideon's first target."

It took Spencer a long few seconds to process that information, and even then he wasn't sure if it made him feel better -or worse.

"How did you heal?" he asked tonelessly, stomach clenching.

At his laden question, Morgan tensed, pushing him back further. Aaron watched their interaction and Morgan's behavior with a deepening frown. He seemed to take just a second too long to answer.

"We have blood bags stashed at the apartment -it wasn't enough to fully heal us all but enough to get us moving- which is why we don't have a lot of time. Spencer, we have to leave this place, Gideon will come looking for you here soon. There isn't much time."

"He isn't going anywhere with you!" Morgan snapped before Spencer could say anything, shaking with agitation, "You're just as bad as that other fucking blood-sucker!"

"Derek," Spencer interjected, taking hold of his friend's arm, not sure if he meant to defend Aaron of simply calm Derek down. "He's not-"

"But he will!" Morgan spat out, staying his ground as he stared daggers at Aaron. "He's just as dangerous as the rest of them, Spencer. Except now he hasn't fed, which makes him even more dangerous! He'll kill you!"

Morgan was getting more and more agitated by the second it seemed, breathing hard now, his shoulders moving up and down fast, his large fists clenching and unclenching over and over.

Aaron's frown seemed to deepen even further when he looked at him- he took what seemed like an unconscious step forward and Derek literally growled at him.

Spencer started, looking between them, his own heart beginning to race again from all that tension. He didn't know how to react, what to think -Derek was right, there was no telling if Aaron wasn't more dangerous thirsty...there was no telling even if that story about the blood bags was true or if there was another drained corpse out there somewhere now. All he had to go on was a fallible gut feeling and that couldn't be enough.

But...if Aaron wanted to attack them, surely he would have by now? And he still looked nothing but tense, worried, in the same way that had become so familiar to Spencer by now. Not monstrous. Not yet.

He might help them.

He might not.

Spencer stared between the men for much too long, conflicted, waging everything that had been said, then he looked back at Aaron, with as much conviction as he could muster.

"I'm not going anywhere without Derek and Penny. They need to be safe- Gideon and Dave will come after them, too."

"Spencer. Stop!" Morgan barked before Aaron could react, "You're not going with him! Never! Didn't you just hear me, he will kill you!"

"But he isn't, Derek-" Spencer shook his head, the words leaving his mouth before he could think better of it, "He didn't hurt me before when he could have, and he could now but-"

"No, he couldn't!" Derek cut him off and Spencer blinked confused.

Aaron's mouth tightened, eyes flashing at those words and Derek scoffed derisively seeing it.

"He can't come in, Spencer. He has to be invited in by someone living. That is the only reason we are still standing here."

It took far too long for that information to register in his rattled brain, for his eyes to make sense of the way Aaron was standing just behind the threshold this whole time...

No. No, that couldn't be, that was just fiction -and yet, he thought with a sinking feeling, so were claws and fangs, and blood bags in sun-proofed apartments...

He stared at Aaron, renewed fear welling up inside him.

Aaron looked at him with a regretful expression before nodding reluctantly. "He's right about the invitation. But that doesn't mean I would hurt you. Spencer, listen to me, you aren't safe here-"

"Why not?" Spencer choked out, brain function slowly returning, "If you can't come in, neither can Gideon or any other vampire."

He nodded to himself, ignoring Aaron's grimace as he turned around towards Derek, eyes wide, "We can call Penny, tell her to stay inside till sunrise-"

"Spencer," Aaron interrupted, drawing their attention back to him, "You need to think this through- Gideon isn't the only one after you. The werewolves- Dave wants you dead, and he'll have no trouble getting in here. You'll be unprotected once he gets here -I can't reach you like this."

His face contorted with in distress at that and he reached a hand out, finger tips stopping just short of the threshold. "Come here, come to me. Time is running out," he said pleadingly, "I'll bring you to a safe place."

Spencer didn't move, forcefully pushing down the feeling of wanting to as he stayed behind Derek. No. No, he couldn't listen to Aaron. Even if he would keep him safe -he clearly didn't mean Derek as well, and once he was over that threshold, Aaron would be the one in power again, unhindered from dragging him off to god knew where against his wishes- NO.

He shook his head, backing up unconsciously.

"Save it, we're not falling for that." Morgan was backing up as well, following him, "Spencer, go to the window, see if we can get down the fire escape."

"Spencer, don't-" Aaron called warningly but Spencer had already rushed over to the window, pulling the curtains aside.

He winced when he realised how dark it was outside already. It had to have been for a while of course for Aaron to have gotten here- still the sight of the black world outside, lit only by the full moon scared him of the unknown lurking in it.

Pulling himself together, he pushed the window open, ignoring yet another cry of protest from Aaron -they had to do it this way, play it safe. He couldn't risk Derek's life by trusting Aaron right now. He couldn't risk his own. They had to get away from here, find a place to hide -from every dangerous supernatural creature out there.

"It's clear-" He turned around, hand raised to wave Derek over so they could start climbing out, but he froze in mid-motion, his eyes growing wide when they fell on his friend.

Derek had gone completely still, the last of his defensive stance vanished as he stood facing the window, sightlessly staring out into the night. His eyes seemed completely black, suddenly, none of the white left in them except for the reflection of the moon outside-

The full moon.

"Spencer!" Suddenly Aaron's insistent calling seemed to have a whole new gravity.

Spencer stood frozen, horror slowly grasping at his sleeves, as Derek's body began to quiver, beyond his friend's control. Derek was looking through him, jaw slack, sweat beading on his skin.

"Derek?" he whispered, voice small, unheard.

He stared at his friend's arms and chest, his neck as the muscles underneath his skin seemed to move unnaturally, rolling, stretching, changing shape and growing into something dark, feral, monstrous- It took but seconds for the realisation of what was happening to Derek to finally set in as he watched any consciousness, anything human, disappear from his friend's eyes, only seconds more until he was unrecognisable -a bulking, disfigured shape that was closer to that of a wild animal than that of a human.

Spencer stared up at the beastly appearance, trapped against the window, petrified from terror as the creature raised itself to its full, massive height and let out a piercing, thundering howl.