A/N: Buffy has been slaying in LA for three years, Spike is Giles' nephew from London. What if...she became a vampire and Spike was human (sort of)?

Also…if you think I created BtVS, then you need to see someone about your delusions…

Chapter One

Buffy

Hemry High, LA - yet another school dance, senior year

Her palms were sweating, her heart was hammering in her chest, but she thanked God her hands were steady as she staked the vampire closest to her through the chest. He exploded in dust, and she held her breath; three years of slaying experience had taught her that vampire dust left a nasty taste in the mouth if inhaled. Now, she would concentrate on Lothos, the newest big bad to arrive in LA.

She glanced around the gym, taking in the frightened students with their Miami Vice, Madonna and Michael Jackson attire in various states of disarray and the tattered decorations, (this dance's theme had been "80's"). She felt a presence behind her and she turned to face Lothos, the bad-ass vampire du-jour when a scream from under the bleachers drew her attention for just a second.

It was all he needed, that brief break in concentration gave him the opening he was looking for. Quick as a rattlesnake, his hand shot forward and pulled her toward him. She grasped the stake tightly in her hand, but he grasped her hand and spun her around until her back was against his chest. He snapped her wrist with a flick of his own, the stake dropped and clattered against the gym floor.

For once, he didn't do the villain monologue; she was offered no chance to distract him with questions about his nefarious plans. After all, it's not like this was a movie or a story, now was it?

His fangs sunk into her neck with a ferocity that shouldn't have surprised her, but did. Her eyes widened and stared with shock at her friends and acquaintances as they watched her life force slowly drain away in a haze of agony. It hurt like hell. His hand gripped the sleeve of her shirt and tore it as he sucked on her neck, drawing her blood down in great, greedy gulps.

She had two thoughts before she died.

My shirt! was the first. It might have seemed a little shallow, but she had her reasons.

He paused in his drinking and put his mouth near her ear as the light faded from her eyes, too helpless to react to the horrific words he whispered.

I'm sorry Mom, was her last.

Spike

London

The knock on the door woke Spike from his restless dozing. He was exhausted; he hadn't removed any clothing when he had come home. He was still wearing his coat and shoes. Pain washed over him. He wanted to ignore the persistent knock at the door, but he knew that she wouldn't have liked it. Will, manners! she would have gently chided him. Reluctantly, he dragged himself from his bed and the darkness of his bedroom, stepping into the bright sunlight that streamed through the living room window and into the entryway of the apartment.

He expected another sympathetic, well meaning face. Over the last two days, there had been a constant stream of them. They would bring food, remark on his appearance, ask how he was holding up and shake their heads.

Such a shame. She was so full of life...

He wanted to lash out, hit and scream at them all. Fuckers. Why couldn't they sod off and leave him alone?

Alone. Alone. Alone.

Now that his mother was gone, he was all alone. His mother always referred to the two of them as the Fearsome-Twosome. If Spike had ever met his father, he had been too young to have remembered it. For so long it been just the two of them. He missed her so much, it was unbearable. How will I manage without you Mum?

He opened the door.

A stranger faced him, with brown hair and brown eyes that matched his mother's. A stranger that he had never met, but Spike knew him instantly.

He resisted the urge to slam the door in his face, knowing his mother would be disappointed in his actions. Instead, he stepped back, inclining his head in a silent invitation for the man to enter his home.

The stranger hesitated briefly and then introduced himself to Spike as he stepped inside the apartment, saying that his mother had named her brother as his guardian in the event of her demise. His name was Rupert, but he told Spike to call him Giles. Giles toured around the apartment briefly, remarking on the (rather unremarkable) view and his mother's ability to make the somewhat drab apartment into a cheerful home. Spike said nothing as his uncle rambled on about his mother Anne's estrangement from their family. The man before him was as different from his whimsical, carefree mother as night was to day. Except for the eyes. Spike was careful to not look directly into them, unwilling to see his mother reflected in them.

Giles stopped in his narrative and studied Spike, taking in every detail of Spike's appearance from his bleach blonde hair, silver, studded earrings, black leather duster and black nail polish down to the tips of his black Doc Marten shoes. Clearly, Spike was found wanting, if the curl of his uncle's lip and distaste in his eyes was anything to go by.

Spike could care less what this wanker thought of him.

All he wanted to do was to close himself into his room, curl up in a ball and remember his mum. There is a song in here somewhere, Will, her voice seemed to whisper to him. It had been her favorite expression, her response to his mercurial teen-aged mood swings – from the first time he fell in love with Dru and she said she would be his girl (he had been 14); to the despair he felt as Dru played her sick little mind games with him (24 months of teen-aged torture and heartache). Then there was the time he found out that he – Spike pushed the thought away.

No matter what his turmoil, his mother would put her arms around him and tell him that he had the soul of a poet and the talent to put his emotions into words that could let the world feel as he did. While the other kids were out in the park playing pick-up games of Rugby and Football, Spike was writing lyrics for songs that played in his head.

I miss you Mum, I miss you so much!

Time moved swiftly, as Spike numbly went through the motions of packing up his life in London. Giles, it seemed, lived in California.

He said goodbye to his mother, his home and his country in the space of a week. He had a few good friends from school that he had been close to, they promised to keep in touch. Dru heard he was leaving and she called him to meet her at a nearby park on his last night in London. She hugged him hard, cried some tears (like she always did) and told him how much he meant to her. She seemed to sense that he didn't buy into her bullshit this time, so she pulled him roughly to her and kissed him. Spike wondered at his ability to keep a clear head. Usually Dru had him in such a swirling vortex of emotions he couldn't tell which way was up.

Stepping back, Spike brushed her hair gently from her forehead and said goodbye. As he walked away, he didn't look back. Oh Will, you're growing into a man now. He knew his mum would be proud of him. She had never liked Dru, thought that she was manipulative and deceitful and he knew she worried about him. Hell- he worried about himself. He had nightmares of- well, nightmarish things.

He left England with a duffel bag full of notebooks, his guitar and a suitcase of clothes. On the long flight to the United States, he wrote four songs. The words flowed and he passed the hours playing with the arrangement, jotting down odd notes in the margins of the paper – instruments and bridges and other small comments. Spike couldn't write music, but he could hear every note clearly in his head. He had only had his guitar for a month, it had been a 16th birthday present from his mother. He had just gotten an after school job at a music store that specialized in Vinyl – he was going to use the money to buy lessons, lessons he would never get now that he was leaving.

The plane landed in LA. Spike was too tired to give the city anything more than a first glance. Wearily, he carried his own luggage as Giles led him to his 1963 Citroën DS. The car was covered in a thin layer of dust. Spike and Giles tossed their luggage into the backseat. Spike got into the front passenger seat and promptly fell asleep, indifferent to the speculative looks from his uncle. He woke when his uncle pulled up to his apartment, attributing his unease to the unfamiliar surroundings.

Starting a new school would be daunting for any teenager; starting a new school in a foreign country, in the middle what would be his sophomore school year was even more of a challenge. Even worse – his uncle was the school Librarian.

He was attacked by an uncharacteristic case of the nerves on his first day of school. Giles drove them to school, parking in the teacher's lot. Uncomfortable with his uncle – their conversation had been stilted and awkward over the past week since they had met – Spike looked for a reason to stay behind so he wasn't seen with the Librarian, he left his rucksack in the car so he would have a reason to go back. Halfway across the parking lot, Spike made his excuse and with a sigh of relief jogged back to the car.

Minutes later, he stood at the foot of the stairs leading toward the front of the school. He gazed at the school, ignoring the glances that other kids cast toward him. There's a song in here somewhere…

"Scuse me, comin' through, pardon me, 'scuse me, whoa! 'Scuse me, not sure how to stop!"

The words had barely registered, before he saw a dark haired guy around his own age lose his balance off of a skateboard and crash into the banister beside Spike. Almost immediately, the guy popped up beside Spike, a grin on his face.

"Still breaking it in. If I could just get the hang of stopping, then all would be right in the world." And there, on the steps of Sunnydale high school, Spike met his first American friend. As they walked up the steps, trading information, Spike tried to ignore the itchy, tingling feeling that had been with him since he had arrived in Sunnydale the day before.

Buffy

After death...

She had strength before she died, strength that came when she was called as a Slayer. Merrick tracked her down, tried to explain to her what destiny had planned for Buffy Summers, he had trained and prepared her for what it meant to be a vampire slayer. The list of Slayer "must-be's" and "must-not be's" had seemed endless and she had tried (and failed) to adhere to them.. She often butted heads with representatives from the Watcher's Council when they came to LA to check up on her. In the three years she had been the Slayer, Buffy had a difficult time conforming to what someone else's idea of her behavior should entail.

Death didn't change that.

She clawed her way out of the coffin, straight up through six feet of dirt, shredding her nails in the process. Knowing what could be waiting for a newly risen vampire in a cemetery, she glanced warily around her burial plot. Could another Slayer have been called so soon? Briefly, Buffy wondered about the girl destined to follow a long line of young Slayers in death. She stepped away from the freshly packed dirt accidentally kicking over a wreath of flowers. She righted the flowers and noticed the other flowers surrounding her plot. Taking a few minutes, her eyes flicked over the cards, noting the familiar names. So this is death she thought to herself, you feel nothing, no sadness, no attachment. It was kind of freeing.

"Welcome to the afterlife, Slayer." The familiar voice interrupted her musings.

She turned and regarded the Vampire before her, taking in the smug smile and the mocking eyes.

"Lothos."

Something in her indifferent tone must have unnerved him and for a moment, his eyes flickered warily, then he grinned again. Looking over his shoulder, he addressed the vampires behind him. "It seems the Slayer needs to learn about the rules of the afterlife."

He looked back at Buffy, his eyes intent. "Rule 1: Every vampire has a Sire. I am your Sire and you will acknowledge me with the respect I deserve. Come here."

Buffy looked into his eyes and felt as if some invisible cord was tugging at her, willing her to move forward. Unable to resist the command in his voice, she slowly walked forward. Lothos chuckled and his crowd of vampire minions followed suit.

"Rule 2: If your Sire commands you to do something, you have no choice. On your knees Slayer."

She fell to her knees and he began to talk, alternating between addressing her and his minions. He made his intentions clear as he outlined a description of what he wanted her to, meaning to humiliate her in the most degrading way possible.

Buffy couldn't bring herself to care as he droned on. Apparently, he could control her actions, but not her thoughts. Bored, her eyes roamed over Lothos' minions, studying each one with a Slayer's eye - speculating about each vampire's fighting abilities. Then she watched Lothos.

He shifted and she had a clear view of the tombstone behind him, the marker for the grave that rested alongside her own. For the first time since her death, Buffy felt something as she stared at the words engraved on the marker as Lothos' words from the night she died echoed back at her.

Here lies Joyce Summers, beloved Mother.

She felt fangs slice through her gums and a shifting of her skull and face muscles. The invisible cord that tied her to the vampire before her snapped. Lothos stopped talking and he looked down at her face. Freed from the bonds that had chained her to him, Buffy stood.

"I remember what you told me when I died Lothos."

Laughter faded, the wariness flickered in his eyes and then turned to fear. Buffy giggled.

Spike

Sunnydale

Spike was sitting out in the quad as Xander introduced him to Willow and Jesse. Apparently, the trio had been friends since Kindergarten. Spike was actually enjoying his first day at the school. He had met Xander this morning, had flirted briefly with a beautiful girl named Cordelia and was now adding 2 more acquaintances to his growing list of Sunnydale positive experiences.

He smiled as the familiar figure of Cordelia walked toward him. Her eyes flickered dismissively over his companions, before she looked at him.

"I don't mean to interrupt your downward mobility," Spike sighed. Just what he needed, another Dru. She continued, "I just wanted to tell you that you won't be meeting Coach Foster, the woman with the chest hair, because gym was canceled due to the extreme dead guy in the locker."

Spike stiffened. "What?"

"What are you talking about?" Willow asked, obviously confused.

Cordelia ignored Willow and looked at Spike as if he had asked the question. "Some guy was stuffed in Aura's locker!"

"Dead." Spike felt dread well up within him. How could he have not realized...

Cordelia nodded slowly. "Totally dead. Way dead."

"It's not just a little dead, then?" Xander said in a poor attempt at a joke.

Cordelia looked away from Spike, sneering at Xander. "Don't you have an elsewhere to be?"

"Y'know, if you need a shoulder to cry on, or just to nibble on..." This from Jesse. Clearly, they were not taking the brunette girl seriously.

"How did he die?" Hoping, a punch line would come up soon, Spike still had to ask. He was disappointed by the look of irritation on Cordelia's face. Not a joke then, he thought to himself.

"I don't know."

"Well, were there any marks?" He prompted, ignoring the looks of surprise from Xander, Jesse and Willow.

"Morbid much! I didn't ask!" Cordelia walked away, shaking her head with disgust.

"I have to go. I'll catch up with you guys later." Spike excused himself, hoping he was wrong.

About 15 minutes later he strode into the Library, gritting his teeth in frustration. He had been right.

His uncle stood behind the counter, cataloging a new shipment of books. Spike walked up to him and put his hands on the counter.

"Did you hear? About the dead guy in the locker?"

Giles looked at him over the rims of his glasses. "I was aware." He looked back down at his book.

"And you are also aware that he's got two little holes in his neck, and all his blood's been drained." Spike leaned forward. "Doesn't that seem unusual?"

Slowly, Giles looked back up from the book. "I was afraid of this." The words were said quietly.

"I wasn't!" Spike exploded. "I was afraid I would be behind in classes; that I wouldn't make any friends! I was not afraid of hearing about dead bodies in lockers! I didn't think there would be vampires on campus."

Spike turned to walk away, but the next words his uncle spoke stopped him.

"Is he - will he rise again?"

"No." Spike shook his head.

"Can you be sure?" Giles was testing him.

Savagely, Spike laughed without humor. He turned and looked at Giles. "To make you a vampire they have to suck your blood. And then you have to suck their blood. You know how it works." Spike closed his eyes. "Why am I even talking about this?"

Giles looked at his nephew. "What do you know about this town?"

Spike kept his eyes closed. I need you Mum. I can't do this.

"What's to know. You brought me here, it's where you live."

"Your mother told you about her-our family?"

Spike grimaced. Then comprehension dawned across his face. Spike shook his head. "No. No."

"You know we- I am a Watcher. You know what this means."

Spike backed away, his face paling. "Helmouth." He whispered the word.

Giles' face softened with compassion at the fear on the young man's face. "Yes. Helmouth - a convergence of mystical energy that draws all types of supernatural creatures to it. Like..."

"Vampires. Werewolves. Zombies." Spike spoke the words hoarsely.

"Yes. And much more, I fear."

"You brought me to a Helmouth?" Spike backed away from his uncle.

"It's where I live." Giles responded, carefully.

"You know about me? You know what I am?" Spike tried to keep his voice from cracking.

Giles nodded. "I was aware." He repeated his earlier words. "Your mother and I had talked about your future-"

"No!" Spike said, harshly. "She didn't want this. She would have never wanted me to be anywhere close to a Helmouth."

Irritated, Giles pulled his glasses from his eyes and began to rub them with a cloth. "It's where I live. She made me your guardian and I brought you here." He put his glasses back on.

"Why? Do you hate me that much?" The last words were whispered as Spike bolted from the library.

"No! Spike. NO. I didn't - you don't under -Wait!" Shocked, Giles protested as he followed Spike from the Library.

From the back of the stacks, a confused Xander stepped out. "What?" he said to the empty library.

Buffy

Her apathy dissipated the instant she saw her mother's name on the tombstone next to hers, the invisible tie to her Sire snapped and Buffy felt a rage unlike any other emotion she had felt as a human. Lothos, tried to run from her as she stood, but she was faster; tried to fight her, but she was stronger. She pulled him back toward her and held him against her as he had held her back in the gym.

"You may have gotten the best of me in life, Vampire, but in death, it seems I got the best of you." She bent his head to the side, baring his neck to her. She leaned forward and whispered in his ear. "You told me how you had my mother killed. How you had her tortured and terrorized. You will pay."

The minions began to back away, their survival instinct warning them to leave. Buffy let them go, unconcerned.

"Alone at last. Now, before I get started, I have questions. Who helped you kill my mother?"

"No one."

Buffy tutted and shook her head. "Could my Sire be lying? Let's find out."

Lothos whimpered and soon began to scream.

She had broke him in 2 minutes, getting the name of the Vampire duo that had helped him to kill her mother. After 15 minutes, he begged her to kill him. She played with him a little, enjoying his screams of pain, but grew bored quickly. Finally, she snapped off she snapped a branch from a tree and staked him. She left the cemetery and to her surprise she was thirsty for something other than vengeance.

She found a thug in an alley going through the wallet of the man he had just killed. Buffy drained him dry, her face scrunching up in distaste at the taste of his blood in her mouth. Disappointed, she dropped his lifeless body. All the years she had hunted vampires, they had gone on and on about the taste of blood. She thought it would have tasted better.

Buffy looked down at the body, trying to feel something - glee, euphoria. Instead she felt nothing. She glimpsed the leather of the wallet on the ground and bent down to pick it up. She found a couple of hundred dollars bills and pulled them out. Neither the thug nor his victim would need the money now. Turning, Buffy hummed a song as she walked out of the alley. She needed some clothes.

Then she was going hunting for a vampire called Angel.

Hope that wasn't took dark for everyone. It will get better, after a few chapters.

Let me know what you thought.