A/N

Co – written with the lovely Papillion Worship ( )

Beta'd by wickedrum and Rabbit-moon

Inspired by the story Because He Needs Me, by DreamsofSpike.

WARNING: Very dark fic.

Chapter one: storm warning

Unforgiving rain pounded down heavily against the neighborhood's cold hardened streets. The sun had gone away before the night was scheduled to make its rounds, leaving innocent people to the ominous acts which beasts took part in after dark. Inside most homes children were tucked safely away, unaware of what surrounded them; although, their own imaginations were still too accurate for comfort. Outside cold winds whipped along as rustling leaves fell off trees, dancing in celebration to the hovering storm. A storm without conscience, merely brewed to destroy. No worry or care, it was a storm which came to town to pummel those already beaten down. Except for one house; one of many, with the warmth kept securely inside. Whilst standing on the lawn the house remained undefeated. It did not find a need for protection, it was the protector. The howling winds made its case while threatening lightning struck nearby. Buffy Summers did not flinch, but stood gazing out the window with slight annoyance where fear should have been. This woman had knowledge that no one else could see; knowledge that the rest of this little town could not grasp. Buffy knew this storm was a sign.

"It's going to be hard to train the girls in this," A tall dark man strolled over to the newly replaced window, from which the woman's eyes did not move.

Buffy's hand aimlessly played with the small pendant that was currently dangling from her neck; "You read my mind," she replied, her voice seemingly distant.

"I'm sure it's no big. Could do it in the basement." Xander Harris observed in his best attempt to be helpful.

She didn't respond right away; her eyes looking out as though there was something other than harsh liquid to be seen, her voice set to respond automatically, "There's not enough room…"

Xander waved a hand in her face, "Buf…"

Turning in irritation Buffy snapped, "What?" She waved her hand almost as a means to wave him away, "We'll do it in shifts."

Strolling off towards the kitchen, Buffy tried ignoring Xander's attempts of keeping up, since she could tell he didn't want to let her off easily. Ever since Principal Woods and Giles had teamed up together as a means to take Spike down, Xander had observed Buffy's sudden withdrawn behavior. Sensing he was still behind her, she quickly whipped around causing him to stumble backwards to avoid collision.

"What is it?" She asked in a calmer manner than before; however, her tense folded arms gave away frustration.

"I was just wondering if you needed to talk or…" His voice trailed off trying to find the right words that he wasn't certain existed, "just vent. Would you like a good vent?" Enthusiasm rising in his voice, he stared her encouragingly in the face.

Responding quickly; trying to hold onto that calm she managed to wrangle up, Buffy spoke simply "I'm fine." She started to head back towards the kitchen when the sound of Xander's voice made her face him once more.

"Oh see when you say it like that it's fairly obvious that I've been reading you wrong. That and the distant staring." He quietly clapped his hands together having made his point. Being friends with her for as long as he had, Xander understood Buffy liked to avoid the talking and get right on to the doing, but with the problem she was having he knew better. There wasn't a whole lot to be done. The Evil they needed to fight they couldn't touch; literally. The vampires she needed to battle; as terrifying as it was to conceive, could kill her more easily than she them. There were the Bringers he had to remind himself. She fought them as well as any ordinary creature, but they weren't coming a knocking when needed most. The issue that were bothering her the most right now wasn't in need of a violent remedy; though she took her more internal pain out in such ways. As far as Xander was concerned this needed to be handled with talking rather than flying fists.

"You have my attention." Her short quick responses weren't letting up. She knew very well what Xander was trying to make her get into. If only there were time to get into it. War had broken out around her. She didn't have time to spill her deepest feelings just as she didn't have time for vendettas. Plus, now it was storming outside. It set their preparation behind, but more importantly it got under her skin.

Xander didn't know how upfront he needed to be, but he felt cut off from her. She was cutting everyone off and now was not the time for that. It never was the time for that, "Giles betrayed you."

"Yes…"

"You trusted Giles and he betrayed you."

"Yes…"

He sighed as she wasn't giving him anything to work with here, "Know that I'm your friend Buffy. Know that you can talk to me about this. I want you to feel like you can talk to me and lately, well you're not really talking much to anyone; besides with the usual slayer stuff."

Buffy's arms dropped to her side in exasperation. She looked up at the ceiling trying to collect the millions of thoughts that had once again run wild in her mind. She tilted her head back down as her green eyes met his own. She swallowed before speaking, as Xander expected daggers for words. "Slayer stuff. All there is time for is slayer stuff. I appreciate what you're doing. I do, but I don't have time. There isn't enough…" She looked down at the ground and stated softly, "There isn't enough of anything." Looking into his face again Buffy spoke with more confidence, "What happened is bad, yes, but I've got a job to do. Unfortunately, that has to come first. I'm sorry if I've been distant. I really am. Maybe I'm still getting over the shock. I don't know, but thank you for your concern." She now offered him a smile trying to sound peppy. "If I need talking you'll be the first to know."

Xander watched as she made her way back into the kitchen, deciding to leave her be. It had only been a few days since the incident had occurred, it was only natural for her to need time. Unfortunately he knew that she was right, that there wasn't any to spare; it couldn't be spent on Buffy dealing with the sting of being stabbed in the back. They pressed on. It's what he knew she would do, but at least Buffy now had the reminder of support from a friend.

***********************************************************************

Emptiness surrounded the cold kitchen, which came as a surprise. Downstairs was a fairly crowded area and there was no means of escaping to solitude. Now a quiet humming could be heard from the side of the room as the refrigerator sang a luring song. Ignoring its hopeful temptations, Buffy took a seat at the counter and put her head in her hands. It was clear that her mind had taken off for a less than pleasant vacation the last couple of days.

That being brought to light; she realized she needed to get her priorities in order. She couldn't think about someone she had trusted with every fiber of her being plotting against the unlife of another that strangely enough had come to mean a great deal to her. The explanation she had given Wood was simply that of Spike's fighting ability; which wasn't a far cry from the truth, he was one of the strongest fighters she had in this war. To lose Spike in this meant to possibly lose altogether and she wouldn't have that. Even so it went much deeper than the reasoning of Spike fighting in the war. It wasn't appropriate given the history between Spike and Wood for Buffy to make mention of it right then and there, but Giles had known what her heart felt. She didn't expect him to get it, but at least Giles, who had gone along with Wood, had known. It was an observation he had made through discomfort, once she had chosen to have Spike's chip removed. Arguing it out, Buffy had stood her ground; Spike was not going anywhere.

However, the first opportunity presenting Spike's demise, Giles jumped at the chance; distracting Buffy while Wood did the dirty work. Thinking of it now, both parts of the plan were dirty. Buffy found more fault in what Giles had done than over Wood's behavior though, because with Wood she could understand him coming from an emotional place. With the old trauma occurring in his life that gave him an understandable grudge.

But her watcher was fully aware of the situation at hand. There was the problem; knowing the dire circumstances caused panic. His fear that her feelings for Spike were clouding her judgment; that she couldn't see the liability that he was. Buffy couldn't help but feel that had they talked this out like the mature adults they were supposed to be, Giles wouldn't have needed to make drastic assumptions. Instead of an intense argument back and forth, she should have been granted the opportunity to make him see the dynamic of her and Spike's relationship. It was a complicated one at best, but at least then he could have seen the level head that she was keeping. No such chance had been given, or even considered. Giles had violated her heart for the greater good. Giles had violated her trust.

Loneliness sunk into the walls of the almost silent room. It was a reminder that there was nowhere to turn. It was only solitude that could give some comfort. An understanding that there was yourself and only yourself. But then again for her that wasn't true. Buffy lifted her head, adjusting herself so she was now positioned towards the basement door. She took comfort in him. More importantly, she trusted him. The last person in all the world she ever thought she'd be able to trust, she now could.

Slowly, standing up Buffy made her way over to the basement door. She knew that Spike would dust before ever causing her harm. Their road hadn't been an easy one, but over the past year that was a confusing truth that she came to trust in. Even if she couldn't trust herself to be more than she was to him now; a friend, their mutual support was something that never wavered. He accepted this and some days it made her heart cry.

Touching the cool metal of the doorknob Buffy quickly moved her hand away as if it were scorching.

"Havin' second thoughts?" A deep British voice came from behind her.

Buffy turned; slightly embarrassed seeing Spike had snuck up. He was already healed from the amount of damage Wood had inflicted before the trigger was deactivated. She wished the same could be said for Wood once Spike had gotten through with him. Buffy suspected it'd be some time before he'd be able to make his way beyond the threshold of their loving high school again. It was an awkward reunion that would gladly go avoided for now, but quickly needed to be dealt with once it came around, "I…I forgot the potentials were down there," She remembered quickly hoping for a smooth cover.

If Spike suspected something more he didn't let it on, "I'm not down there for that reason. Can't deal with the constant prattlin' of teenage girls."

Buffy nodded understandingly, only half listening to what he was saying, as her eyes found interest over his shoulder; staring out at the rain that was knocking against the back door intrusively. Remembering in the back of her mind that it was now her turn to speak, she found her voice again, but the distance remained, "I'm sure they'll be going to bed soon. You'll get your room back…"

"Uh huh" Spike bit his bottom lip, sensing the strange change that had suddenly come over her. He noticed her eyes and turned towards the back door himself, expecting to see someone standing in its doorway, but spotted only the raging storm. Looking back over at her, noticing that her fascination hadn't lifted, he addressed it. "You alright?"

Falling back into old patterns, a response didn't come right away, but once it did it came cryptically without any changing bodily movement, "Something's going on."

"What's that now?" Spike continued looking at her pensively, wondering if she was well. He noticed how tense her body had become and the seriousness that she wore on her face. Whatever this was it wasn't about their known knowledge of The First or the occurrences of the last few days, this was new.

"I don't know," Buffy tore herself away from the rain, took a step back, returned to her spot at the counter and sat down.

Spike didn't make a move at first. Standing still and keeping his eyes on her, he waited to see if she was willing to spit out an explanation of any kind. When it didn't come he became more concerned and made his way around the counter, now standing in front of Buffy, able to see her face. "Have a dream?"

Gazing up with a look of puzzlement, "What?" she finally caught on to what he was referring too. Buffy shook her head, "No. I have a troubling feeling. I'm not sure what it's about, but I am the Slayer after all. It certainly feels like something I should be paying attention to. Not that there's a whole lot I can do about it anyway, which is the more disturbing part about all of this."

Her face was troubled and Spike could tell from the dark circles under her eyes that she was in desperate need of rest. The weight of the world was literally riding on her shoulders and it was too much for one person to have to carry, but that's what Buffy was expected to do. Make all the right calls, know exactly how to save the planet, so this sorry excuse of a human race could go on living. She did so without complaint. She got her hands dirty and did the work expected of her. Buffy was truly beautiful to him.

When he next spoke that beauty she filled him with shone through in his voice, "When the time comes you can handle it, but won't be handlin' it alone." From his sincere expression, it was clear that he was never going to back down. Spike was never going to leave her side.

It was moments like these that it was all Buffy could do not to reach out and beg for him to hold her. Just to have his touch on her could make Buffy believe that this wasn't only his confidence in her, but an actual truth which he had foreseen. However, Buffy knew full well that at least one part of this was for certain: Spike would stand by her no matter what. She would not have to fight alone. Not to be ungrateful to the house full of people doing their best to pull their weight, but recent actions had proven that she needed to be aware; expect the unexpected or there might be no one left to fight this war when the time came.

**********************************************************************

In a somber tone light had evaporated from the scene, as darkness swirled throughout the air lingering over this closed off space. An unwelcoming vibe was given off to any person or thing that dared to drop by without a formal invite. Shadows inside were getting ready to make their move as their plots and plans were finally thought out and marked down. It was always the shadows that needed to be watched out for; they hid so well in the light. Most of the time it was forgotten that they could drop by during the day and always overstayed their welcome as the moon shone down again. They were everywhere at once, but children only feared them when it was time for their own eyes to close during the peaceful night. It was a harsh truth, but it was exactly why shadows got away with their most insidious games. They never grew tired of playing; they stayed engaged from sunrise to sunset.

Deep in his dwelling embedded in the pitch black ambiance a man sat with a cold look upon his face. He was waiting for it to make its move; waiting for It to come off the wall to stare him in the face. It was known that It would be coming soon; there wasn't a doubt about its presence being made known. He had called It; driven by the stinging remembrance of his recent failure against a monster beneath him. A vile creature in need of getting put down. But that instead continually conquered heroes. Covering all his bases and all the walls with crosses, Wood should have been able to take down the filthy fiend, instead of experiencing the bitter taste of defeat!

Now he sat on that couch with inhuman patience; it was only a matter of time until It decided to show. Prepared for its encounter was nothing at his side and not a plan to be had in his mind. Trembling would have been the smarter front to put on, anyone in his position would have rightfully been a little shaky, but as he saw the shadow drift gracefully off the walls with fiery eyes of red a slow smile made its way on the principal's face. Deciding to speak first, he opened his mouth and out popped a dangerously confident voice, "How would you like me to proceed?"

Heavy pitter pattering could be heard thumping outside the cold basement. Towards the side of the room a bed sat complete with chains above it. The chains had only been used days before, but were never to be put to work again having already served their purpose. Smoking in silence Spike sat with a thoughtful look on his face; still a bit before his bedtime, the rest of the house had taken their slumber hours before. It was nice experiencing quiet for a change; middle of the night or middle of the day this residence always seemed to be hopping. For once Spike could hear himself think. Truth was it hadn't been the loud chattering of girls that kept him away from his more private thoughts; in fairness it had been the reason why they were chattering that kept him on alert and away from much needed down time. Down time didn't really exist when the apocalypse was waning in. He had to wager it was why he hadn't been granted a TV in his "bedroom". His own thoughts would have to keep him entertained for now, it wasn't like any of the other bedrooms appeared to have TVs in them. Now the lot was sound asleep since there hadn't been any action on the First's front as of late and other than training there wasn't much their side could be doing right now. Buffy certainly wasn't going to keep the girls training all day and night. If they could get some shut eye; the way Spike saw it that was a good thing. Be rested for when the war finally played out.

He couldn't help but notice that when things were slow Buffy never seemed to take her rightful break. She worked all day, came home, worked all afternoon, and then she worried all night long. It took all his self-control not make his way up there and sit with her as she drilled out all her fears. If he could help it, he'd take her mind off of them. Buffy had every right to let it keep her up at night, but was obsessing really going to aid her in the long run? It wasn't like anything they had ever faced before and Spike knew very well that this could be it for human kind; however, even a hero deserved a little time off; if not for five minutes at least.

It was no surprise to him when he saw Buffy was still awake. She made her way downstairs and stood before him with her arms crossed wearing the same white shirt and jeans she had been in all day. Her shiny golden hair up in a pony tail as her mesmerizing green eyes stared into him. She was a goddess.

Control yourself you stupid git! No need to be thinkin' that way. Yes, she's beautiful. Already know it. Can't be headin' down that road.

"Somethin' the matter Love?" Spike inquired. Buffy was awake per usual, but she had made her way down to see him? Up all night trying to stay one step ahead; more realistically, catch up and finally pass evil on the playing field, but never did she come down and see him in the middle of the night. It had to be three in the morning by now, "shouldn't you be gettin' some rest?"

"Like I have time for rest," a soft pout crossed Buffy's face that Spike had to fight himself not to bite.

"Goin' to fall right on your face you will. Keep goin' at this rate…" His voice trailed off in realization that there must have been a motive for her coming down here, "Buffy, somethin' you need?"

"You Spike" Her voice was sultry and Spike could have sworn that he saw a twinkle in her eyes.

His own eyes almost popped out of his head, but then quickly he put a look of calm over his face not wanting to illustrate a hint of shock, "Is that right?" Spike didn't make a move to get up, but continued to sit on his bed as he tossed the cigarette he'd been smoking earlier to the ground, putting it out with his boot.

"Yeah." Buffy kept her voice light and moved closer towards the stairs that she had come down with a coy smile on her face. She looked at the floor almost shyly, avoiding contact with him before slowly looking up, looking him right in the face, "I was wondering if you could come for a walk with me. I left a file of one of my students, that I promised myself I'd look over before seeing them tomorrow. She's troubled and I just want to do my best for her." She paused looking to see his expression, and was greeted by a look of pure eagerness, "I'd rather not have something jumping out at me in the rain; or a couple of things jumping out at me in the rain anyway. I just think we can't be too safe considering what we're up against." As her words poured from her mouth, she gave him a smile, and a smoldering look, that made it only too clear that her reasons for coming down here were nothing more than an excuse for what she really had in store.

Having caught on to this fact, Spike had to fight back a smirk. There was no way she could come to him in such a seductive manner. That's what she was doing right now, wasn't it? Attempting to make a move on him? She could never feel for him that way now. Spike knew very well that he had crossed a boundary with Buffy last summer. What he had done was beyond crossing boundaries and it was why he had sought out his soul. It was an unforgivable act that she had been compassionate enough to see past; however, never forgetting that it had occurred. It was an event that would be engraved in his memory until the day he was dust; as it should be. Recollecting that very night made his stomach ache and if he could get sick he most likely would. Spike had been the one to commit such a wretched act; as atrocious as it felt to him, it could only be worse for her. There was no way Buffy could ever want him again and there was no reason why she should. If Buffy appeared to be hitting on him it could only mean one thing: The First and its' mind games were back.

Fully aware they were now playing a game; he figured it was one he could compete in. Pretending to be taken with the idea of being more to Buffy than he ever could be wasn't a challenge. He had to hand it to The First, it was good. However, it wasn't good enough. A year ago he would have fallen all over this; been thrilled that she would come to him. What a difference a year does make, because now his only intention with The First was to keep this fight away from Buffy. If this was one of the few nights that she had actually decided to gain rest, Spike wasn't about to let that be interrupted by whatever army of beasties this evil had waiting outside. Besides, he had a score to settle. They had tied him up and tried to break him; a weak attempt to bring him over to their side, and now he was going to hurt them back, and make it count.

"I hear ya Buffy. I hear ya." all Spike had to do to make his act convincing, was not to put on a performance at all. In his mind he'd imagine that his history with Buffy didn't exist, because only then would he ever be able to take her up on such an offer. For his past treachery to be erased, because Spike knew full well that if she came on to him nowadays, he could never give himself over to her; he wasn't worthy. That's where the land of make believe would have to do.

Lifting himself off the bed Spike made his way over to "Buffy" with a look of adoration on his face, "Good thing you remembered now. Headin' to bed in two or three hours. Wager that's when you get ready for work."

She twirled her lengthy blonde hair innocently with an unwavering smile, "I know that it's last minute. I don't need that much prep work. I just want to have looked over it and made my notes before chatting it out with her again."

"After you then," It gave him a peppy little Buffy expression before turning towards the stairs.

Spike sucked in breath he did not need and then made his way up the stairs. Once through the door and into the kitchen Spike walked straight down the hallway. He quickly turned into the other room away from the outside and saw "Buffy" eyeing him. Spike reached into the trunk where he knew the real Buffy kept her weapons. He held a sword up as he made his way back over to the front door and stopped to look at It before proceeding outside, "Somethin' jumps out at us, should have a means of fightin' back." With that Spike turned seeing the door shut and locked tight in front of him as The First stood patiently behind him.

Very clever. Couldn't open that yourself.

As he reached for the knob he caught a familiar scent in the air.

Principal Wood, odd time to be droppin' by for a visit. Social call? Not bloody likely.

Taking a step outside Spike caught a glimpse of Wood's eyes fired with hatred. He didn't make a move for him; he'd be easy enough to deal with later. Right now, Spike needed to find his first real threat; maybe a Turok-Han or perhaps a couple of Bringers? When nothing showed up for the battle, Spike allowed the sword to hang from his hand loosely by his side in disappointment. There was only Wood for him to face off with and that wasn't going to be much of a fight.

Suddenly he felt it; a sharp pain in his neck. Lifting up his hand to reach for the stinging sensation, he slowly sunk down to his knees, overcome by such intense drowsiness that he couldn't resist it. What sounded like Buffy's voice was distantly heard, "Get him in the car." Then there was nothing.

***********************************************************************

After tossing his tranquilizer gun in the trunk of the car, Wood put all his strength into manhandling the heavily sleeping vampire into the backseat. Staring down at Spike with disgust, he was filled with a burst of pride and joy over finally getting this chance at revenge for his mother's death. It was a promise that had been made years ago causing the majority of his life to be about tracking down vampires; any vampire, and giving them a rightful dusting; hoping against hope that eventually he'd get the one who had taken his mother's life. There was nothing in this world that he hated more than vampires. And now he had the one he had been looking for all along. It pleased him beyond words; the fact that this thing had a soul didn't change his mind. It was a killer and this was personal. All he could hope was that Spike being soulful now would cause the pain to sting just a little bit more. By the time Wood was through with him, he'd have Spike's soul in flames burning him from the inside. The image brought a grin to Wood's face along with an eagerness to get started, causing him to reach for the holy water he had in his pocket. A little splash now would take the edge off.

"Not yet Baby. It's not time. We need him restrained first. You can play later."

Jerking his head, it never failed to spook him seeing that his mother had come to him again. Of course, it wasn't really his mother. Not anymore than it had been Buffy only moments ago. Despite the truth that fact carried, he couldn't help but finding himself listening to It as though it was her; choosing to believe that she was really here with him. He kept his mouth closed as she continued to advise him as any loving mother would.

"Be careful not to dust him. Not right away. Let him suffer the way that I did." She crossed over to her son, standing besides him, staring in the window of the car at the sleeping vampire. It was hard to get a good glimpse of him as hard globs of rain continued to beat against the glass. "Because of creatures like this one, my life was hard and it was short, and I never got to be the loving mother I could have been to you Baby." She reached out her hand to touch him, but pulled away quickly, knowing full well it'd go through her son. "Even in death I can't give you the comfort you deserve. There's no ease of this pain. Not for you," A grin crossed her face, "And now not for him."

Letting her words wash over him, Wood glared at the shape of his enemy through the window. He wanted to shatter the glass and make slow shallow cuts all over Spike's face until they ran deeper and deeper; leaving it so no amount of vampire healing could ever work. Wood wanted Spike to be disfigured for eternity and then maybe he'd begin to understand the burning sting that Wood himself woke up with every day. "Never for him" he agreed. His words were chilling.

"That's my boy!" His mother spoke with a proud smile on her face.

Suddenly It wasn't his mother anymore, but had turned back to Its last form, of the current slayer. "You better get going before he wakes up. As much as I have confidence in you, we both know how it ended the last time you fought him unleashed. I'd rather we didn't have a repeat of that."

Nodding with obedience, but displaying his own determination, Wood got into his car and took off for their anticipated destination, leaving behind the newly befriended First Evil, which had not taken the form of Buffy now, but had appeared to be the captive vampire himself.