(A/N: My take on what should have activated Spike to get his soul instead of that awful bathroom scene. Some scenes and dialogue are from the episode Seeing Red)

The vampire grunted as Buffy punched it in the face. She was in the cemetery, doing what she always did. Slay vampires and this one didn't seem any different from all the others. He was strong, sure, but in the end, he was just another fledgling for her to dust. The vampire threw a punch that Buffy blocked effortlessly. He then spun around, blocked her punch and then kicked her in the chest. She then sent him sprawling with a spin kick of her own.

"Not bad. How hard you gonna hit when you're blowing in the wind?" Buffy reached into her back pocket for a stake just as the vampire got up and attacked her again. She managed to stake him regardless, just as he was leaping into the air for a kick. She dusted him, but despite that, the kick landed anyway, sending Buffy flying backwards into a headstone, shattering it. She groaned in pain as she landed on the ground behind the now shattered slab of stone.

"That was rhetorical," Buffy pouted, wincing in pain as she got back to her feet. "Ow..."

Okay. She could take the hint. She may be the slayer, but she was still human and right now her human side was telling her that it was time for a break. So what killing things kept her mind off of Spike. Her sore muscles didn't care that beating up things kept the image of Spike and Anya out of her mind.

God, she didn't even know why it was bothering her so much! She had called it off with Spike weeks ago! She had acknowledged the fact that what they were doing was unhealthy and she had done what had been the best for both of them. She had ended it! Sure, she missed him. Sure there wasn't a moment that went by that she didn't want him. But she couldn't be with him...not when she knew that it was for all the wrong reasons. It wasn't right using him like that. He may not see it now, but someday he would...or maybe he already was and that was what the tryst with Anya was about.

Regardless, she had no right to act like the jealous lover, when they were no longer together. When she was quite sure that she didn't love him...at least not in the way she should if they were to have a real relationship.

Dusting off her jeans, she turned around to walk back to her house, feeling in need of a nice relaxing bath. She winced as she began to walk away until a familiar voice stopped her in her tracks.

"You're hurt? You're not moving so well."

She turned around to find Spike walking out of the shadows. She wondered how long he had been there, just watching the fight. She sighed and shook her head. She was in no mood to deal with him right now. She just wanted to go home.

"Go away," She said, turning back around to continue on her way.

Not one to just be left standing, he followed her, determined to say what he had to in order to get her back. To make her see that his love for her was real and that she felt the same way, whether she wanted to admit it or not. There was no way that she could feel so...betrayed and not feel the love he had for her as well! There had to be a way to fix this!

"We have to talk."

She turned to look at him, all the anger and hurt clear on her face. "I really don't."

He walked up to her and stood face to face with her, yet not touching her. He wanted her to listen to him, to really hear him this time. "Well, this isn't just about you...as much as you'd like it to be."

Buffy crossed her arms and rolled her eyes, a sign of her impatience and anger. She couldn't believe the nerve of him to even approach her like this. To act like he was the hurt party when it was him and Anya...she pushed the thought away, not even wanting to think about it. Not wanting to feel the hurt that the images brought and the questions of why she felt the hurt in the first place.

"You spoke. I listened. Now go away and leave me alone."

Spike sighed a little. She was stubborn one. It was one of the things he loved about her. But right now, it was annoying him. Why couldn't she make this easy for once? Why did she always have to throw up these walls between them?

He spoke softly, trying to keep his own anger and annoyance out of his voice, hoping that the gentle approach would reach her somehow, let her know that he realized that he had hurt her. That he was sorry. "I'm sorry. Not that it matters any more, but I needed you to know that."

"Why?"

"Because I care about you."

Buffy felt the hurt and anger rise up again. She felt bitter. She may not have cause to, but she couldn't help it. She did. "Then you might want to try the not sleeping with my friends."

"I didn't go to Anya for that. I was looking for a spell."

She stared at him in disbelief and outrage. "You were going to use a spell on me?"

"It wasn't for you!" Spike sighed in exasperation. He placed his hand on his chest, looking at her pleadingly. "I wanted something to make these feelings stop." Anger filled him. He wasn't reaching her. He could tell by the coldness in her eyes. It made him angry that she didn't see how much she was hurting him. These feelings…they were even worse than what he had felt for Dru! "I just wanted it to stop!"

She was taken aback by the hurt and anger in his voice. She knew that she had hurt him...but she hadn't been aware of just how much. She watched as his shoulders slumped and a dejected expression overcame his features.

"You should have just let him kill me," Spike softly sighed.

Buffy felt something twist inside her chest. Regret, hurt, she didn't know what it was. But she didn't feel good. She hadn't wanted to hurt Spike. That had never been her intention. In fact, she had ended it for his benefit as well as her own.

She sighed and looked down at the ground. "I couldn't do that."

"Why?"

She turned around, as if walking away. "You know why."

Spike stared at her, the hope flaring back up inside him. That had to be an admission! It couldn't be anything else, could it? She was finally giving in, finally admitting her feelings for him! "Because you love me."

Buffy placed a hand on her lower back, feeling the ache from the fall she had just taken. She grew annoyed at his words. She was in no mood, no condition to go over this with him. Again. Why couldn't he just let it go?

"No I don't."

Spike wasn't having it. She as good as admitted it just now. He was not going to take anything but a full confession for an answer. "Why do you keep lying to yourself?"

Buffy paused to compose herself. She could have this conversation some other time, but not now. Maybe...maybe if she was really honest with him. Maybe if she just told him why she couldn't return his feelings the way he wanted her to. She had issues...trust issues. She couldn't open herself up like that again, not for him, not for anyone. His dalliance with Anya was proof enough that he had the ability to hurt her just as badly as both Angel, Parker, and Riley had.

She felt calmer as she spoke. This was as honest as she was ever going to get with him. Hopefully, this will be the end of the subject. "I have feeling for you. I do. But it's not love. I could never trust you enough for it to be love."

Spike had to laugh. This was more than he could have asked for. She had feelings for him...that was just the crumb he had been waiting for! Now if he could only convince her that her feelings could be so much more than what they were. That they could stoke those feelings into something more…

"Trust is for old marrieds, Buffy," He laughed as she rolled her eyes. "Great love is wild...and passionate and dangerous. It burns and consumes."

"Until there's nothing left," Buffy shot back, remembering the love she had for Angel. It had been all of those things and it had burned and consumed and nearly killed the both of them. "Love like that doesn't last."

Spike couldn't let it go. He just couldn't. He saw everything he had ever wanted, right there in one tiny slayer package and he just couldn't let her go.

"I know that you feel like I do. You don't have to hide it anymore."

Buffy sighed. She had said all that she could say. She had explained herself. She had told him why she couldn't love him the way he wanted her too, yet he was still holding on to false hope. It just made her feel sad and exhausted. "Spike, please stop this."

Spike moved forward and placed his hands on her waist. He pulled her towards him, not caring that she was pulling back. "Let yourself feel it..."

"No," She tried to pull out of his grasp, but his hold was too tight. In his emotional state, he was using all of his vampire strength to keep a hold of her.

"You love me," He pulled her closer and closer, keeping a tight hold on her. Wanting her to just let go and let herself feel the love that he knew that she felt. To admit that this was more than just feelings. It was the real thing. If only he could make her feel it...make her admit it…

His hold on her was getting tighter and tighter until it was just about painful. "Ow, no, stop it," Buffy struggled, but it was no use. He wasn't going to release her.

Maybe if he kissed her. One kiss...passionate enough to knock down all of her defenses, to shatter that bloody wall she had erected between them...maybe then she'd admit her love for him and stop fighting it so much. "Let it go. Let yourself love me..."

"Spike….," Her protests were cut off when his lips crushed hers. She struggled against him, breaking away from the kiss, trying to pull out of his grasp, but the fight with the other vamp seemed to have drained her, because she couldn't pull away.

He wrapped his arms around her tightly, trying to stop her struggles, trying to get her to feel what he did. Trying to get her to let down the defenses and just allow herself to feel what he knew was there. He thought that he was winning when he felt her struggles cease, but the pain that shot through his abdomen told him something different.

He doubled over, and released her, his demon taking over as she backed away, her hand balled in a fist. She had managed to punch him good and hard.

"I do not, nor will I ever love you!" She growled angrily, hating him for this. For insisting on forcing his feelings on her, for making her to once again be cruel and hard. But he would have it no other way. He wouldn't take a soft no for an answer. He wouldn't allow her to push him away easily. He refused to go away. "I can never love you! You are beneath me!"

Those four words...those four words that sent the human part of him reeling back and his demon forward ripped through him just as good as a wooden stake would have. The demon inside him roared it's outrage as it remembered the words that had sent William to his destiny. It roared in hate as it remembered how the slayer had carelessly uttered it once before. He had been about to kill her then...but the sight of her tears and returned Spike's human side to him and he had let it go. But this time...there was no appeasing the beast. All he felt was pain and indignation and humiliation. He heard the laughter of long dead aristocrats. He saw the cruelty in brown eyes that now he wondered had ever been human. Lastly, he felt the pain that a broken-hearted William had suffered and all the demon could see was red. All it could think about was to hurt the one that had hurt William and right now, the blond before him was it.

With a roar, Spike lounged at Buffy, punching and kicking at her, wanting deal as much as pain as he possibly could. He wanted her to feel the hurt that was ripping him up inside. He wanted her to suffer, just as he was suffering. He wanted to take those words and drive them through her heart and as if they were a wooden stake and she was a vampire.

Buffy blocked most of Spike's kicks and punches. They were not as well aimed as they would have been if he wasn't so angry, but the fight before him had drained her and her back ached, taking her off the top of her game. So it was no surprise when he finally got the upper hand and had knocked her down on top of a freshly dug grave. He got on top of her and held her arms and legs still as he plunged his fangs into her neck and drank and drank.

Beneath her? Right now, she was the one beneath him! Roaring in triumph, the demon plunged his fangs into her throat, using the scared pathway that Angel had taken. The slayer screamed and struggled, trying to get him off of her, the more he drank, the weaker her struggles became until they were nonexistent.

As he heard her heartbeat begin to slow, his demon savored the moment. William the bloody, slayer of slayers was back. Finally, he was once again getting his fill of slayer blood. He had thought that his days were over thanks to the chip, but he was back, about to claim his fourth…

The thought of claiming his forth slayer tore Spike away from Buffy as his human side came flooding back. He pushed himself away from the now unconscious slayer and stared at her in disbelief. She was pale and still. A red trickle of blood ran from the reopened puncture wounds that he had bit through.

He stared at the girl on the ground. His fourth slayer. He had been about to claim his fourth slayer, but it then kicked in that he couldn't. This was the woman that he claimed to love! How could he even say that when he had been about to add her onto his list and what for?

The slayer was right not to love him. He was unworthy of that love when his demon could take control like that and nearly destroy his only reason for existing. Bloody hell...he didn't even recognize himself...but what scared him most of all...it was how almost impossible it had been to regain control...to wrestle the demon back under his control.

Spike thought that the chip had tamed the beast. He had thought that all he needed was will power and the self determination to turn away from evil. He thought that he could be his own conscious and in what he lacked, she would make up for.

How wrong he had been! He wasn't any different from Angelus after all! He may have the ability to love...but the demon could still gain control when angered enough. The slayer of slayers was still there and could still make a comeback at a moments notice.

How could Spike love her when he was like this? When there was nothing to protect her from the monster within, not even a soul?

There was only one question to that.

He couldn't.

The answer hurt, but he was man enough to own up to it. To accept it. To do something about it...but first, he needed to take care of her. Make sure she got the help she needed. Being as gentle as possible, he picked up the unconscious slayer and carried her to the hospital. He walked into the lobby and placed her on an abandoned gurney.

"I found her outside! She needs help!"

Stepping back as the doctors and nurses gathered around her, taking vitals and calling for blood, he slipped away and back out into the night. He knew what he was going to do next...where he was going to go. It would be hard. He may not even survive it. But it was worth it. She was worth it. He'll leave Sunnydale, but he'll return and when he did, he'll be ready to give the slayer exactly what she deserved.